Guaranty Unconditional. The obligations of each Guarantor under this Article 10 shall be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement or any other Loan Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document; (d) any change in the organizational existence, structure or ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan Document; (e) the existence of any claim, set-off or other rights such Guarantor may have at any time against any Borrower, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any illegality, invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or (g) any other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 IX shall be, joint and several, be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Credit Agreement or any other Loan Credit Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Credit Agreement or any other Loan Credit Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Credit Agreement or any other Loan Credit Document;
(d) any change in the organizational existence, structure or ownership of any the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Borrower or its assets or any resulting release or discharge of any obligation of any the Borrower contained in this Credit Agreement or any other Loan Credit Document;
(e) the existence of any claim, set-off or other rights such Guarantor may have at any time against any the Borrower, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any the Borrower for any reason of this Credit Agreement or any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit any the Borrowing by any the Borrower or the payment by any the Borrower of the principal of or interest on any Loan the Loans or any other amount payable by it under this Credit Agreement or any other Loan Credit Document; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (hg), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder.
Appears in 2 contracts
Samples: Senior Unsecured Cash Bridge Credit Agreement (Medtronic Inc), Senior Unsecured Cash Bridge Credit Agreement
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other Guarantor or any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor or any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Gables Realty Limited Partnership), Credit Agreement (Gables Residential Trust)
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 ---------------------- hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, corporate structure or ownership of the Borrower or any BorrowerGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other Guarantor or any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor or any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Samples: Credit Agreement (JDN Realty Corp), Credit Agreement (JDN Realty Corp)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan DocumentGuaranteed Obligation, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan DocumentGuaranteed Obligation;
(ciii) to the extent permitted by law, any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan DocumentGuaranteed Obligation;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Guarantor or its their respective assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan DocumentGuaranteed Obligation;
(ev) the existence of any claim, set-off or other rights which such Guarantor may have at any time against any the Borrower, any other Guarantor, the Administrative Agent, any Bank LC Issuing Bank, any Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement all or any other Loan Documentpart of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any the Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement Guarantor of all or any other Loan Documentpart of the Guaranteed Obligations; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor, the Administrative Agent, any Bank LC Issuing Bank, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Tekni Plex Inc), Credit Agreement (Tekni Plex Inc)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Obligations;
(b) any modification modification, amendment, renewal or amendment restatement of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(c) any release, impairmentexchange, non-perfection enforcement, waiver, (whether intentional or invalidity unintentional) nonperfection, invalidity, purchase at a public or private sale, or application and direction of order or manner of sale in the Agent's discretion, of any direct or indirect security or any part thereof for any obligation of any the Borrower under this the Credit Agreement, any Note, the Security Agreement (Capital Stock and Partnership Interest), any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Obligations;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other guarantor of any of the Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan Documentguarantor of any of the Obligations;
(e) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other guarantor of any of the Administrative Obligations, the Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other guarantor of any of the Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other guarantor of any of the Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any the Borrower, any other guarantor of any of the Administrative Obligations, the Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Lennar Corp), Credit Agreement (LNR Property Corp)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Company hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower Borrowing Subsidiary under this Agreement, any Note or any Letter of Credit Reimbursement Agreement or Local Currency Addendum or the exchange, release or non-perfection of any other Loan Document, by operation of law or otherwisecollateral security therefor;
(bii) any modification or amendment of or supplement to this Agreement, any Note or any Letter of Credit Reimbursement Agreement or any other Loan Document;Local Currency Addendum:
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(diii) any change in the organizational corporate existence, structure or ownership of any BorrowerBorrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan Documentassets;
(eiv) the existence of any claim, set-off or other rights such Guarantor which the Company may have at any time against any BorrowerBorrowing Subsidiary, the Administrative Agent, the Euro-Agent, any Local Currency Agent, any Bank, any Issuing Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fv) any illegality, invalidity or unenforceability relating to or against any Borrower Borrowing Subsidiary for any reason of any provision or all of this Agreement, any Note or any Letter of Credit Reimbursement Agreement or any other Loan DocumentLocal Currency Addendum, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower Borrowing Subsidiary of the principal of or interest on any Loan Advance or any other amount payable by it under this Agreement or any other Loan DocumentAgreement; or
(gvi) any other act or omission to act or delay of any kind by any BorrowerBorrowing Subsidiary, the Administrative Agent, the Euro-Agent, any Local Currency Agent, any Bank, any Issuing Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantorthe Company’s obligations hereunderhereunder or a Borrowing Subsidiary’s obligations under this Agreement.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Ecolab Inc), Multicurrency Credit Agreement (Ecolab Inc)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Guarantor or its their respective assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any the Borrower, the Administrative Agentany other Guarantor, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower or any Borrower other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other Guarantor of the principal of or interest on any Loan or any other amount payable by it under this Agreement the Borrower or any other Guarantor under the Loan DocumentDocuments; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agentany other Guarantor, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to Administrative Agent or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent s from and after the Petition Date in connection with the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Stewart Information Services Corp), Credit Agreement (Stewart Information Services Corp)
Guaranty Unconditional. The obligations of each Guarantor the Company under this Article 10 shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Subsidiary Borrower under this Agreement or any other the Loan DocumentDocuments to which it is a party, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Subsidiary Borrower under this Agreement or any other Loan DocumentDocument to which it is a party;
(d) any change in the organizational corporate existence, structure or ownership of any Subsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting any Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of any Subsidiary Borrower contained in this Agreement or any other Loan DocumentDocument to which it is a party;
(e) the existence of any claim, set-off or other rights such Guarantor which the Company may have at any time against any Subsidiary Borrower, the Administrative Agent, any Bank or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Subsidiary Borrower for any reason of this Agreement or any other Loan DocumentDocument to which it is a party, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Subsidiary Borrower of the principal of or interest on any Loan of its Notes or any other amount payable by it under this Agreement or any other Loan DocumentDocument to which it is a party; or
(g) any other act or omission to act or delay of any kind by any Subsidiary Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)Section, constitute a legal or equitable discharge of such Guarantorthe Company’s obligations hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Foot Locker Inc), Credit Agreement (Foot Locker Inc)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 5 shall be, joint and several, irrevocablebe continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of any the Borrower under this Agreement or any other Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation Obligation of any the Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational existence, structure or ownership of the Borrower or any BorrowerGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting any the Borrower or its assets any Guarantor or any of their respective assets, or any resulting release or discharge of any obligation Obligation of any the Borrower contained in under this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other rights such right that any Guarantor may have at any time may have against any the Borrower, the Administrative Agent, the Issuing Bank, any Bank Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(f) any illegality, invalidity or unenforceability relating to or against any the Borrower for any reason of the whole or any provision of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrower of any Borrowing by any Borrower Obligation or the payment by any the Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agent, the Issuing Bank, any Bank Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this clause (h), Section 5.4 constitute a legal or equitable discharge of such Guarantor’s the obligations hereunderof any Guarantor under this Article 5.
Appears in 2 contracts
Samples: Credit Agreement (America Service Group Inc /De), Credit Agreement (America Service Group Inc /De)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Borrower under this Agreement Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrowers under the Credit Agreement, any Borrower under this Agreement Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, partnership structure or ownership of the Borrowers or corporate structure or ownership of any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against the Borrowers, any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrowers, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrowers, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrowers under this Agreement the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrowers, any Borrowerother Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Gables Realty Limited Partnership), Credit Agreement (Gables Residential Trust)
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Reimbursement Agreement, any Reimbursement Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Reimbursement Agreement, any Reimbursement Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Borrower under this Agreement the Reimbursement Agreement, any Reimbursement Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other Guarantor or any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Reimbursement Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Reimbursement Note or any other amount payable by it the Borrower under this Agreement the Reimbursement Agreement, the Reimbursement Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor or any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Samples: Reimbursement Agreement (Gables Realty Limited Partnership), Reimbursement Agreement (Gables Residential Trust)
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether occurring before or after receipt by the Lender of notice of termination of this Guaranty:
(ai) any extension, renewal, settlement, compromise, waiver or release in with respect of to any obligation of any the Borrower under this the Credit Agreement or any other Loan Facility Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or modification, amendment of or supplement to this the Credit Agreement or any other Loan Facility Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(diii) any change in the organizational corporate existence, structure or ownership of Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Borrower or its assets or any other guarantor of any of the Guaranteed Obligations or its assets, or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(eiv) the existence of any claim, set-off setoff or other rights such right which the Guarantor may have at any time against any the Borrower, any other guarantor of any of the Administrative AgentGuaranteed Obligations, any Bank the Lender or any other Personperson, whether in connection herewith with the Credit Agreement, any other Facility Document, or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fv) any illegality, the invalidity or unenforceability relating to unenforceability, regardless of the reason, of the Credit Agreement, any other Facility Document or against any provision thereunder concerning rights or obligations of the Borrower for any reason of this Agreement or any other Loan Document, or guarantor of any of the Guaranteed Obligations;
(vi) any provision of applicable law or regulation purporting to prohibit any Borrowing payment by any the Borrower or any other guarantor of the payment by any Borrower Guaranteed Obligations of the principal of under or interest on any Loan the Credit Agreement or any other amount payable by it the Borrower under this any other Facility Document;
(vii) any failure or omission to enforce any right, power or remedy: (a) under the Credit Agreement or any other Loan Facility Document, or (b) with respect to any or all of the Guaranteed Obligations;
(viii) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, any part thereof or indebtedness which is otherwise not covered by this Guaranty even though the Lender might lawfully have elected to apply such payments to all or any part of the Guaranteed Obligations or to indebtedness which is not covered by this Guaranty;
(ix) any release, nonperfection or invalidity of any direct or indirect security, regardless of when granted, for any obligation of the Borrower under the Credit Agreement or any other Facility Document, or any release or invalidity of obligations of any other guarantor of any of the Guaranteed Obligations; or
(gx) any other act or act, omission to act or delay of any kind by any the Borrower, any other guarantor of the Administrative AgentGuaranteed Obligations, any Bank the Lender or any other Person person, or any other circumstance whatsoever whatsoever, which might, but for the provisions of this clause (h)Section 2, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Samples: Guaranty (Edison Schools Inc), Guaranty (Edison Schools Inc)
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Loan Agreement, the Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or the Loan Agreement, the Note, the Security Agreement, any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such which the Guarantor may have at any time against any the Borrower, any other guarantor of any of the Administrative AgentGuaranteed Obligations, any Bank the Lender or any other Personperson or entity, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower or any Borrower other guarantor of any of the Guaranteed Obligations for any reason of this Agreement or related to the Loan Agreement, the Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan the Note or any other amount payable by it the Borrower under this Agreement the Loan Agreement, the Note or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other guarantor of the Administrative AgentGuaranteed Obligations, any Bank the Lender or any other Person person or entity or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder.
Appears in 2 contracts
Samples: Revolving Loan Agreement (Acacia Diversified Holdings, Inc.), Asset Purchase Agreement (Acacia Automotive Inc)
Guaranty Unconditional. The obligations Obligations of each Guarantor the Guarantors under this Article 10 guaranty shall be, be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
, except for payment of the Obligations and to the extent permitted by Applicable Law (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Obligation or any Borrower Loan under this Agreement or any other Loan Document, Document by operation of law Applicable Law or otherwise;
; (bii) any modification or amendment of or supplement to this Agreement or any other Loan Document;
; (ciii) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation security, or of any guarantee or other liability of any third party, of the Obligations of the Borrower under with respect to which this Agreement or any other Loan Document;
guaranty relates; (div) any change in the organizational corporate existence, structure structure, or ownership of any Borrowerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any obligation of any Borrower the Obligations of the Guarantors contained in this Agreement or any other Loan Document;
; (ev) the existence of any claim, set-off or other rights such which any Guarantor may have at any time against any Borrower, the Administrative Agent, any Bank Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions; provided Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (fvi) any illegality, invalidity or unenforceability relating to or against any the Borrower for any reason of this Agreement or any other Loan Document, Document or any provision of applicable law Applicable Law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any the Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
or (gvii) to the extent permitted by Applicable Law, any other act or omission to act or delay of any kind by any Borrower, a Guarantor, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s obligations hereunderthe Obligations under this Section 5.
Appears in 1 contract
Samples: Loan and Security Agreement (K-Sea Transportation Partners Lp)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 5 shall be, joint and several, irrevocablebe continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of any the Borrower under this Agreement or any other Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation Obligation of any the Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational existence, structure or ownership of the Borrower or any BorrowerGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting any the Borrower or its assets any Guarantor or any of their respective assets, or any resulting release or discharge of any obligation Obligation of any the Borrower contained in under this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other rights such right that any Guarantor may have at any time may have against any the Borrower, the Administrative Agent, the Issuing Bank, any Bank Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(f) any illegality, invalidity or unenforceability relating to or against any the Borrower for any reason of the whole or any provision of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrower of any Borrowing by any Borrower Obligation or the payment by any the Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agent, the Issuing Bank, any Bank Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this clause (h), Section 5.4 constitute a legal or equitable discharge of such Guarantor’s the obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 4.14(f) and ---------------------- --------------- Section 12.13, hereof, the obligations of each Guarantor under this Article 10 of the U.S. Borrowers ------------- hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether occurring before or after receipt by the Lender of notice of termination of this Guaranty:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of SLQ under any Borrower under this Agreement or any other of the Loan DocumentDocuments, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Canadian Term Loan Repayment Obligations;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of SLQ under any Borrower under this Agreement Loan Document, or any obligations of any other guarantor of any of the Canadian Term Loan DocumentRepayment Obligations;
(div) any change in the organizational corporate existence, structure or ownership of SLQ or any Borrowerother guarantor of any of the Canadian Term Loan Repayment Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting SLQ, or any Borrower other guarantor of the Canadian Term Loan Repayment Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement SLQ, or any other guarantor of any of the Canadian Term Loan DocumentRepayment Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the U.S. Borrowers may have at any time against SLQ, any Borrowerother guarantor of any of the Canadian Term Loan Repayment Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against SLQ, or any Borrower other guarantor of any of the Canadian Term Loan Repayment Obligations, for any reason of this Agreement or any other related to the Loan Document, Documents or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by SLQ, or any Borrower other guarantor of the Canadian Term Loan Repayment Obligations, of the principal of or interest on any Loan or any other amount payable by it SLQ under this Agreement the Loan Documents;
(vii) any failure or omission to enforce any right, power or remedy with respect to the Canadian Term Loan Repayment Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Canadian Term Loan Repayment Obligations or any part thereof;
(viii) any failure or omission to enforce any right, power or remedy with respect to the Canadian Term Loan Repayment Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Canadian Term Loan Repayment Obligations or any part thereof;
(ix) the application of payments received from any source to the payment of indebtedness other than the Canadian Term Loan DocumentRepayment Obligations, any part thereof or amounts which are not covered by this Guaranty even though the Lender might lawfully have elected to apply such payments to any part or all of the Canadian Term Loan Repayment Obligations or to amounts which are not covered by this Guaranty; or
(gx) any other act or omission to act or delay of any kind by SLQ, any Borrowerother guarantor of the Canadian Term Loan Repayment Obligations, the Administrative AgentLender, any Bank or any other Person person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s any U.S. Borrower's obligations hereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Emons Transportation Group Inc)
Guaranty Unconditional. The Subject to Section 8.07, the obligations of each Guarantor under this Article 10 of the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, amendment, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement or Agreement, any other Loan DocumentDocument or any Guaranteed Obligation;
(c) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or Agreement, any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Lender or any Affiliate of the Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other guarantor of any of the Administrative AgentGuaranteed Obligations, any Bank the Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of related to this Agreement or Agreement, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other guarantor of the principal Guaranteed Obligations, of the Borrower of or interest on any Loan or any other amount payable by it the Borrower under this Agreement or any other Loan Document;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or any rights of the Lender with respect thereto; or
(gh) any other act or omission to act or delay of any kind by any the Borrower, any other guarantor of the Administrative AgentGuaranteed Obligations, any Bank the Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge or defense of such any Guarantor’s obligations hereunderunder this Article VIII.
Appears in 1 contract
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 the Parent Guaranty shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower the Issuer under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower the Issuer under this Agreement or any other Loan DocumentNote;
(d) any change in the organizational corporate existence, structure or ownership of any Borrowerthe Original Issuer or the Issuer, or any insolvency, bankruptcy, reorganization reorganization, “concordata” or other similar proceeding affecting any Borrower the Original Issuer or the Issuer or its respective assets or any resulting release or discharge of any obligation of any Borrower the Original Issuer or the Issuer contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against the Issuer, any Borrower, the Administrative Agent, any Bank Purchaser or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower the Original Issuer or the Issuer for any reason of this Agreement or any Note or any other Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower the Issuer of the principal of or interest on any Loan Note or any other amount payable by it under this Agreement or any other Loan DocumentAgreement; or
(g) any other act or omission to act or delay of any kind by any Borrowerthe Issuer, the Administrative Original Issuer, any Agent, any Bank Purchaser or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)Section 9.02, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Note Purchase Facility Agreement (Tele Norte Leste Participacoes Sa)
Guaranty Unconditional. The Subject to Sections 9 and 11 hereof, the obligations of each Subsidiary Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any Borrower the Borrowers under this the Credit Agreement or any other Loan DocumentDocument or any obligation of any other guarantor of any of the Guaranteed Obligations;
(div) any change in the organizational corporate, partnership or other existence, structure or ownership of any BorrowerBorrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its any other guarantor of the Guaranteed Obligations, or the assets of any of the foregoing, or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights right which such Subsidiary Guarantor may have at any time against any Borrower, any other guarantor of any of the Administrative AgentGuaranteed Obligations, any Bank Credit Party or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransaction;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason of this related to the Credit Agreement or any other Loan Document, or any provision Requirement of applicable law or regulation Law purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower Borrower, or any other guarantor of the Guaranteed Obligations of the principal of or interest on any Loan the Notes or any other amount payable by it any Borrower under this the Credit Agreement or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any Borrower, any other guarantor of the Administrative AgentGuaranteed Obligations, any Bank Credit Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Subsidiary Guarantor’s obligations hereunder, except as provided in Section 5.
Appears in 1 contract
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Term Loan Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Term Loan Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Borrower under this Agreement the Credit Agreement, any Term Loan Note, any Loan Document, or any obligations of any other Loan Document;guarantor of any of the Guaranteed Obligations; 144
(div) any change in the organizational existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other Guarantor or any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Term Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Term Loan Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor or any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Gables Residential Trust)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 shall be, joint and several, irrevocable, the Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower the Issuer under this Agreement Indenture or any other Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement Indenture or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(diii) any change in the organizational corporate existence, structure or ownership of any Borrowerthe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower the Issuer or its assets or any resulting release or discharge of any obligation of any Borrower the Issuer contained in this Agreement Indenture or any other Loan DocumentNote;
(eiv) the existence of any claim, set-off or other rights such Guarantor which the Guarantors may have at any time against any Borrowerthe Issuer, the Administrative Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fv) any illegality, invalidity or unenforceability relating to or against any Borrower the Issuer for any reason of this Agreement Indenture or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower the Issuer of the principal of or interest on any Loan Note or any other amount payable by it the Issuer under this Agreement or any other Loan Document; orIndenture;
(gvi) any other act or omission to act or delay of any kind by any Borrowerthe Issuer, the Administrative Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s or defense to the Guarantors’ obligations hereunder; or
(vii) any petition be filed by or against the Issuer or any of the Guarantors for liquidation or reorganization, should the Issuer or either Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
Appears in 1 contract
Samples: Indenture (Azul Sa)
Guaranty Unconditional. The Subject to Section 10 hereof, the ---------------------- ---------- obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Loan Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note, or any other Credit Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Credit Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or any other Loan Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note or any other Credit Document;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Subsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Subsidiary Guarantor, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentSubsidiary Guarantor;
(ev) the existence of any claim, set-off setoff or other rights such which the Guarantor may have at any time against any the Borrower, the Administrative Agentany Subsidiary Guarantor, any Bank Beneficiary or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, any Borrower other Subsidiary Guarantors, for any reason of this Agreement related to the Credit Agreement, any Subsidiary Guaranty or any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by of all or any Borrower part of the principal of or interest on any Loan Obligations by the Borrower or any other amount payable by it under this Agreement or any other Loan DocumentSubsidiary Guarantor; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agentany other Subsidiary Guarantor, any Bank Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan DocumentObligations, by operation of law or otherwiseotherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement the Loan Documents or any other Loan DocumentLender Swap Agreements;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan DocumentObligations;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Guarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan DocumentObligation;
(e) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against the Borrower, any Borrowerother Guarantor, any Restricted Subsidiary, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower, any Borrower other Guarantor or any Restricted Subsidiary for any reason of this the Loan Documents, any Lender Swap Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other Guarantor or any Restricted Subsidiary of the principal of or interest on any Loan or any other amount payable by it under this Agreement the Borrower or any other Guarantor or any Restricted Subsidiary under the Loan DocumentDocuments or any Lender Swap Agreement; or
(g) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother Guarantor, any Restricted Subsidiary, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower or the European Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower or the European Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Cardtronics Inc)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 Holdings hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Obligor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or any other Obligor under the Loan DocumentDocuments;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Obligor or its their respective assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Obligor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights such Guarantor which Holdings may have at any time against any the Borrower, the Administrative any other Obligor, any Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower or any Borrower other Obligor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other Obligor of the principal of or interest on any Loan Note or any other amount payable by it under this Agreement the Borrower or any other Obligor under the Loan DocumentDocuments; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative any other Obligor, any Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s Holdings' obligations hereunderhereunder (other than, in each case, the payment of the Obligations in full).
Appears in 1 contract
Samples: Liquidity Facility (Evenflo & Spalding Holdings Corp)
Guaranty Unconditional. The obligations of each Guarantor as a guarantor under this Article 10 SECTION 14 shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers or of any Borrower other guarantor under this Agreement or any other Loan Document, Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational existence, structure or ownership of any Borrowerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrowers, any Borrower other guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Borrowers or of any Borrower other guarantor contained in this Agreement or any other Loan Document;
(ed) the existence of any claim, set-off or other rights such Guarantor that the Borrowers or any other guarantor may have at any time against any Borrower, the Administrative AgentAgents, any Bank Lender or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactions; provided that nothing herein shall prevent assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Borrowers, any such claim by separate suit other guarantor or compulsory counterclaimany other Person or Real Property;
(f) any illegalityapplication of any sums by whomsoever paid or howsoever realized to any obligation of the Borrowers, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrowers or any Borrower other guarantor for any reason of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrowers or any Borrower other guarantor of the principal of or interest on any Loan Note or any other amount payable by it under this Agreement or any other the Loan DocumentDocuments; or
(gh) any other act or omission to act or delay of any kind by any Borrower, the Administrative AgentAgents, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the obligations hereunderof any Guarantor under this SECTION 14.
Appears in 1 contract
Guaranty Unconditional. The Guarantor agrees that the obligations of the Guarantor hereunder shall be unconditional and absolute. The obligations of each the Guarantor under this Article 10 hereunder shall bein no way be affected or impaired by reason, joint and severalGuarantor waives its right to prior notice, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
happening from time to time of any of the following: (a) any extension, renewal, settlement, compromise, waiver extensions (whether or release in respect not material) of any obligation the time for performance of any Borrower under this Agreement all or any other Loan Document, by operation portion of law or otherwise;
the Guaranteed Obligations; (b) any the modification or amendment in any manner (whether or not material) of or supplement to this the Merger Agreement or any other Loan Document;
the Guaranteed Obligations; (c) any releasefailure, impairmentdelay or lack of diligence on the part of the Company, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
Person to enforce, assert or exercise any right, privilege, power or remedy conferred on the Company or any other Person under the Merger or at law, or any action on the part of the Company or such other Person granting indulgence or extension of any kind; (d) the settlement or compromise of any Guaranteed Obligations; (e) a change in the organizational existenceof status, composition, structure or ownership name of any BorrowerParent or Merger Sub, or any including, without limitation, by reason of bankruptcy, liquidation, insolvency, bankruptcyappointment of a trustee, special manager or receiver over Parent or Merger Sub or all or a portion of their assets, merger, dissolution, consolidation or reorganization or other similar proceeding affecting any Borrower the Parent or its Merger Sub or their respective assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement Parent or Merger Sub’s or any other Loan Document;
party's obligations pursuant to the Merger Agreement; and (ef) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any BorrowerParent, Merger Sub or the Administrative AgentCompany, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit suit. No change in the relations existing between the Guarantor on the one hand and Parent and Merger Sub on the other hand (directly or compulsory counterclaim;
(findirectly) any illegality, invalidity or unenforceability relating to or against any Borrower for any reason shall affect the obligations of the Guarantor under this Agreement or any other Loan Document, or Guaranty. Notwithstanding any provision of applicable law this Guaranty to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay performance of any kind by any BorrowerGuaranteed Obligations that (i) such Guaranteed Obligations are not currently due and payable, (ii) such Guaranteed Obligations have been paid or performed in full or (iii) the Administrative Agent, any Bank Company (prior to the Effective Time) or any other Person relevant Third Party Beneficiary (as defined below) shall have expressly released its rights to such Guaranteed Obligations in connection with a settlement or any other circumstance whatsoever which might, but for the provisions of this clause (h), constitute a legal or equitable discharge of such Guarantor’s obligations hereundercompromise thereof.
Appears in 1 contract
Samples: Merger Agreement
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Lessee under any Borrower under this Agreement or any other Loan Operative Document, by operation of law or otherwiseotherwise or any obligation of any other Guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Operative Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Lessee under any Borrower under this Agreement or any other Loan Operative Document;
(div) any change in the organizational corporate existence, structure or ownership of the Lessee or any Borrowerother Guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Lessee, or any Borrower other Guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Lessee, or any other Loan DocumentGuarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off recoupment, setoff or other rights such which the Guarantor may have at any time against the Lessee, any Borrowerother Guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lessor or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegalitylaw, regulation, order, decree, directive or accounting standard or requirement, (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of the Lessor with respect to any Guaranteed Obligation or under any Operative Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Operative Documents;
(vii) any invalidity or unenforceability relating to or against the Lessee, or any Borrower other Guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to any other Loan Operative Document, or any provision of applicable law other Guaranty, or regulation any Governmental Requirement purporting to prohibit any Borrowing by any Borrower or the payment by the Lessee, or any Borrower other Guarantor of the principal Guaranteed Obligations, of or interest on any Loan Basic Rent, Supplemental Rent, or any other amount payable by it the Lessee under this Agreement or any other Loan Operative Document; or
(gviii) any other act or omission to act or delay of any kind by the Lessee, any Borrowerother Guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lessor or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder, including without limitation, any failure, omission, delay or inability on the part of the Lessor to enforce, assert or exercise any right, power or remedy conferred on the Lessor under the Lease Agreement or any other Operative Document.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 of the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or the Credit Agreement, any Note, any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other guarantor of the principal Guaranteed Obligations, of the Borrower of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, any Note or any other Loan Document;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or any Lender’s rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by any the Borrower, any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 16.6, the obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any Collateral securing all or any part of the Guaranteed Obligations;
(div) except to the extent permitted under Section 6.23 hereof, any change in the organizational corporate existence, structure or ownership of any the Borrower, any Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting guarantor of any Borrower or its assets of the Guaranteed Obligations or any resulting release or discharge of any obligation of the Borrower, any Borrower contained in this Agreement Guarantor or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff, recoupment or other rights such which any Guarantor may have at any time against any the Borrower, any Guarantor, any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, any Borrower Guarantor or any other guarantor of any of the Obligations, for any reason of related to this Agreement or Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, any Borrower Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement Agreement, any Note or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any Guarantor, any other guarantor of the Administrative Obligations, the Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s 's obligations hereunderhereunder other than the payment in full in cash of the Guaranteed Obligations and the termination of all Commitments.
Appears in 1 contract
Samples: Credit Agreement (Ual Corp /De/)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 of the Subsidiary Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Borrower under this Agreement or Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Principal, any Borrowerother Subsidiary Guarantor, or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Principal, any Borrower other Subsidiary Guarantor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Subsidiary Guarantors may have at any time against the Principal, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Principal, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Principal, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Principal under this Agreement the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Principal, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Clarcor Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement or the Credit Agreement, any other Loan DocumentDocument or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation Guaranteed Obligations or any obligations of any Borrower under this Agreement other guarantor of any of the Guaranteed Obligations, or any other Loan Documentaction or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of any BorrowerDebtor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Debtor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement Debtor, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such which the Guarantor may have at any time against any BorrowerDebtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower Debtor, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan of the Guaranteed Obligations or any other amount payable by it any Debtor under this Agreement or the Credit Agreement, any other Loan DocumentDocument or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(gvii) any other act or omission to act or delay of any kind by any BorrowerDebtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 shall be, as a guarantor or joint and severalseveral obligor under the Loan Documents, irrevocableincluding this Section 10, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower or of any other Guarantor under this Agreement or any other Loan Document, Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational corporate existence, structure or ownership of any Borrowerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrowers, any Borrower other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of any Borrower or of any other Guarantor contained in this Agreement or any other Loan Document;
(ed) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any Borrower, the Administrative Agent, any Bank Lender or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactions; provided that nothing herein shall prevent the assertion of of, any such claim by separate suit or compulsory counterclaimdemand or any exercise of, or failure to exercise, any rights or remedies against any Borrower, any other Guarantor or any other Person or Property;
(f) any illegalityapplication of any sums by whomsoever paid or howsoever realized to any obligation of any Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against any Borrower or any other Guarantor for any reason of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrowers or any Borrower other Guarantor of the principal of or interest on any Loan Note or any other amount payable by it them under this Agreement or any other the Loan DocumentDocuments; or
(gh) any other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the obligations hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. The Guarantor agrees that it is liable hereunder as a principal debtor by way of indemnity and not merely as surety and that the obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(a) 2.3.1 any extension, renewal, settlement, compromise, waiver or release in respect of any payment obligation of any Borrower FLAG under this Agreement or any other Loan Documentthe Contract, by operation of law or otherwise;
(b) 2.3.2 any modification or amendment of or supplement to this Agreement or any other Loan Documentthe Contract;
(c) 2.3.3 any release, impairment, non-perfection or invalidity of any direct or indirect security for any payment obligation of any Borrower FLAG under this Agreement or any other Loan Documentthe Contract;
(d) 2.3.4 any change in the organizational corporate existence, structure or ownership of any BorrowerFLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower FLAG or its assets or any resulting release or discharge of any obligation of any Borrower FLAG contained in this Agreement or any other Loan Documentthe Contract;
(e) 2.3.5 the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any BorrowerASN, the Administrative AgentFLAG, any Bank or any other Personcorporation or person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimsuit;
(f) 2.3.6 any illegality, invalidity or unenforceability relating to or against any Borrower FLAG, for any reason reason, of this Agreement or any other Loan Documentthe Contract, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower FLAG of the principal of or interest on any Loan or any other amount payable by it FLAG under this Agreement or any other Loan Documentthe Contract; or
(g) 2.3.7 any other act or omission to act or delay of any kind by any BorrowerASN, the Administrative AgentFLAG, any Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s 's obligations hereunder.. Notwithstanding any provision of this Guaranty to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or performance of the Guarantied Obligations, that:
2.3.7.1 such Guarantied Obligations are not currently due under the terms of the Contract; or
2.3.7.2 that such Guarantied Obligations have previously been paid or discharge in full; or
Appears in 1 contract
Samples: Guaranty (Flag Telecom Holdings LTD)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 5 shall be, joint and several, irrevocablebe continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of any the Borrower under this Agreement or any other Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation Obligation of any the Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational existence, structure or ownership of the Borrower, any BorrowerGuarantor or NN Italy, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower, any Borrower Guarantor, NN Italy or its assets any of their respective assets, or any resulting release or discharge of any obligation Obligation of any the Borrower contained in under this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other rights such right that any Guarantor may have or NN Italy at any time may have against any the Borrower, the Administrative AgentAgents, any Bank Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(f) any illegality, invalidity or unenforceability relating to or against any the Borrower for any reason of the whole or any provision of this Agreement or any other Loan Document, Document or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrower of any Borrowing by any Borrower Obligation, or the payment by any the Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative AgentAgents, any Bank Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this clause (h), Section 5.4 constitute a legal or equitable discharge of such Guarantor’s the obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Samples: Credit Agreement (Nn Inc)
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, and the Guarantor, to the maximum extent permitted by applicable law, hereby waives any defense to any of its obligations hereunder that might otherwise be available to it on account of:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Loan guarantor under any Financing Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Financing Document;
(ciii) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or any liability of any third party, for any obligation of any the Borrower under this Agreement or any other Loan Financing Document;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Borrower or any other guarantor or any of its assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Loan guarantor contained in any Financing Document;
(ev) the existence of any claim, set-off setoff or other rights such which the Guarantor may have at any time against any the Borrower, the Administrative Agent, any Bank or any other PersonAffiliate, whether or not arising in connection herewith or with any unrelated transactionsFinancing Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower or any Borrower other guarantor for any reason of this Agreement or any other Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any the Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; orguarantor of the Guaranteed Indebtedness;
(gvii) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agent, any Bank or any other Person Affiliate or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder;
(viii) the absence of any attempt to collect any of the Guaranteed Indebtedness from the Borrower or from any other guarantor or any other action to enforce the same or the election of any remedy by the Bank or any Affiliate; or
(ix) any suretyship laws of the State of North Carolina.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement the Amended and Restated Credit Agreement, 125 131 any Note, any Loan Document, or any obligations of any other Loan DocumentGuarantor or guarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any Borrowerof the Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Borrower or its any of the Guarantors, or any of their assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Loan Documentof the Guarantors;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which any of the Guarantors may have at any time against any the Borrower, the Administrative Agent, the Syndication Agent, the Documentation Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any the Borrower for any reason of this Agreement or related to the Amended and Restated Credit Agreement, any other Loan Document, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any the Borrower of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Amended and Restated Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agent, the Documentation Agent, the Syndication Agent and any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 ---------------------- hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Term Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Term Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Borrower under this Agreement the Credit Agreement, any Term Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, corporate structure or ownership of the Borrower or any BorrowerGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other Guarantor or any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Term Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Term Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor or any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers under the Credit Agreement, any Borrower under this Agreement Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existencepartnership structure, corporate structure or ownership of any BorrowerBorrower or any Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Borrower, or any Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement Borrower, or any Guarantor or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any Borrower, any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower Borrower, or any Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it any Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Amli Residential Properties Trust)
Guaranty Unconditional. The obligations of each Guarantor the Company under this Article 10 shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Subsidiary Borrower under this Agreement or any other the Loan DocumentDocuments to which it is a party, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Subsidiary Borrower under this Agreement or any other Loan DocumentDocument to which it is a party;
(d) any change in the organizational corporate existence, structure or ownership of any Subsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting any Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of any Subsidiary Borrower contained in this Agreement or any other Loan DocumentDocument to which it is a party;
(e) the existence of any claim, set-off or other rights such Guarantor which the Company may have at any time against any Subsidiary Borrower, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Subsidiary Borrower for any reason of this Agreement or any other Loan DocumentDocument to which it is a party, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Subsidiary Borrower of the principal of or interest on any Loan of its Notes or any other amount payable by it under this Agreement or any other Loan DocumentDocument to which it is a party; or
(g) any other act or omission to act or delay of any kind by any Subsidiary Borrower, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)Section, constitute a legal or equitable discharge of such Guarantor’s the Company's obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Venator Group Inc)
Guaranty Unconditional. The To the extent permitted by Applicable Law, the obligations of each Guarantor under this Article 10 shall be, joint and several, irrevocable, the Note Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower the Issuer under this Agreement Indenture or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational corporate existence, structure or ownership of any Borrowerthe Issuer, or any insolvency, bankruptcy, reorganization reorganization, plan of arrangement or other similar proceeding affecting any Borrower the Issuer or its assets or any resulting release or discharge of any obligation of any Borrower the Issuer contained in this Agreement Indenture or any other Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights such Guarantor which any of the Note Guarantors may have at any time against any Borrowerthe Issuer, the Administrative Agent, any Bank Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against any Borrower the Issuer for any reason of this Agreement Indenture or any other Loan DocumentNote, or any provision of applicable law Applicable Law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower the Issuer of the principal of or interest on any Loan Note or any other amount payable by it the Issuer under this Agreement or any other Loan Document; orIndenture;
(gf) any other act or omission to act or delay of any kind by any Borrowerthe Issuer, the Administrative Agent, any Bank Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s or defense to any of the Note Guarantors’ obligations hereunder; or
(g) any defenses (other than full and unconditional payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Guaranty or this Indenture.
Appears in 1 contract
Samples: Indenture (Gran Tierra Energy Inc.)
Guaranty Unconditional. The Guarantor agrees that the obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(a) 2.3.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of FLAG under any Borrower under this Agreement or any other Loan Documentof the Agreements, by operation of law or otherwise;
(b) 2.3.2 any modification or amendment of or supplement to this Agreement or any other Loan Documentof the Agreements;
(c) 2.3.3 any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of FLAG under any Borrower under this Agreement or any other Loan Documentof the Agreements;
(d) 2.3.4 any change in the organizational corporate existence, structure or ownership of any BorrowerFLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower FLAG or its assets or any resulting release or discharge of any obligation of any Borrower FLAG contained in this Agreement or any other Loan Documentof the Agreements;
(e) 2.3.5 the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any BorrowerLevel 3, the Administrative AgentFLAG, any Bank or any other Personcorporation or person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimsuit;
(f) 2.3.6 any illegality, invalidity or unenforceability relating to or against any Borrower FLAG, for any reason reason, of this Agreement or any other Loan Documentof the Agreements, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower FLAG of the principal of or interest on any Loan or any other amount payable by it FLAG under this Agreement or any other Loan Documentof the Agreements; or
(g) 2.3.7 any other act or omission to act or delay of any kind by any BorrowerLevel 3, the Administrative AgentFLAG, any Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s 's obligations hereunder. Notwithstanding any provision of this Guaranty to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or performance of the Guarantied Obligations, that:
2.3.7.1 such Guarantied Obligations are not currently due under the terms of the Agreements; or
2.3.7.2 that such Guarantied Obligations have previously been paid or performed in full.
Appears in 1 contract
Samples: Guaranty (Flag Telecom Holdings LTD)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Guarantor or its their respective assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any the Borrower, the Administrative any other Guarantor, either Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower or any Borrower other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other Guarantor of the principal of or interest on any Loan Note or any other amount payable by it under this Agreement the Borrower or any other Guarantor under the Loan DocumentDocuments; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative any other Guarantor, either Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunderhereunder (other than, in each case, the payment of the Obligations in full).
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor Borrower under this Article 10 Section 11 shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the other Borrower under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any Note of the other Loan DocumentBorrower;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any the other Borrower under this Agreement or any other Loan DocumentNote;
(d) any change in the organizational corporate existence, structure or ownership of any Borrower, the other Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the other Borrower or its assets or any resulting release or discharge of any obligation of any the other Borrower contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other rights right which such Guarantor Borrower may have at any time against any the other Borrower, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any the other Borrower for any reason of this Agreement or any Note of the other Loan DocumentBorrower, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any the other Borrower of the principal of or interest on any Loan Note of the other Borrower or any other amount payable by it the other Borrower under this Agreement or any other Loan DocumentAgreement; or
(g) any other act or omission to act or delay of any kind by any the other Borrower, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s Borrower's obligations as a guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any Borrower other Guarantor under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any Borrower other Guarantor under this Agreement or any other Loan DocumentNote;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Guarantor or its their respective assets or any resulting release or discharge of any obligation of the Borrower or any Borrower other Guarantor contained in this Agreement or any other Loan DocumentNote;
(ev) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any the Borrower, any other Guarantor, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; provided , PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower or any Borrower other Guarantor for any reason of this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other Guarantor of the principal of or interest on any Loan Note or any other amount payable by it under this Agreement the Borrower or any other Loan DocumentGuarantor under this Agreement; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)
Guaranty Unconditional. The obligations of each Guarantor the Borrower Guarantors under this Article 10 the Borrower Guaranty shall be, be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
, except for payment of Obligations and to the extent permitted by applicable Law (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Obligation or any Borrower Revolving Credit Advance under this Agreement or any other Loan Document, Document by operation of law Law or otherwise;
; (bii) any modification or amendment of or supplement to this Agreement or any other Loan Document;
; (ciii) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security for security, or of any obligation guarantee or other liability of any third party, of the Obligations of any Borrower under this Agreement or any other Loan Document;
Subsidiary thereof with respect to which the Borrower Guaranty relates; (div) any change in the organizational corporate existence, structure structure, or ownership of any Borrowerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any obligation of any the Obligations of the Borrower Guarantors contained in this Agreement or any other Loan Document;
; (ev) the existence of any claim, set-off or other rights such which any Borrower Guarantor may have at any time against any BorrowerLender, the Administrative Agent, any Bank LC Issuer or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactionsLoan Document; provided provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (fvi) any illegality, invalidity or unenforceability relating to or against any Borrower or any Subsidiary thereof for any reason of this Agreement or any other Loan Document, Document or any provision of applicable law Law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
or (gvii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by any a Borrower, a Borrower Guarantor, the Administrative Agent, any Bank the Lenders, the LC Issuer or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s obligations hereunderthe Borrower Guaranteed Obligations under this Section 15.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 of the Subsidiary Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement or restatement of the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Principals under the Credit Agreement, any Borrower under this Agreement or Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations or the Rate Management Transactions;
(d) any change in the organizational corporate existence, structure or ownership of any BorrowerPrincipal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Principal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations or the Rate Management Transactions;
(e) the existence of any claim, set-off setoff or other rights such Guarantor which the Subsidiary Guarantors may have at any time against any BorrowerPrincipal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Principals under this Agreement the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any BorrowerPrincipal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Subsidiary Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. (a) The obligations of each Guarantor under this Article 10 shall be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ab) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Document, by operation of law or otherwise;
(bc) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(cd) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(de) any change in the organizational existence, structure or ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan Document;
(ef) the existence of any claim, set-off or other rights such Guarantor may have at any time against any Borrower, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fg) any illegality, invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
(gh) any other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (hg), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor the Subsidiary Guarantors under this Article 10 Subsidiary Guaranty shall be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
by (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower advance under this Agreement or any other Loan Document, Document by operation of law Law or otherwise;
; (bii) any modification or amendment of or supplement to this Agreement or any other Loan Document;
; (cii) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation security, or of any guarantee or other liability of any third party, of the Guaranteed Obligations of the Borrower under this Agreement or any other Loan Document;
its Subsidiary; (diii) any change in the organizational corporate existence, structure structure, or ownership of any Borrowerof, or any insolvency, bankruptcyBankruptcy, reorganization or other similar proceeding affecting any Borrower Subsidiary Guarantor or its assets or any resulting release or discharge of any obligation of any Borrower the Obligations of the Subsidiary Guarantors contained in this Agreement or any other Loan Document;
; (eiv) the existence of any claim, set-off or other rights such which the Subsidiary Guarantor may have at any time against any Borrower, the Administrative Agent, the Designated Letter of Credit Issuer, the Designated Hedge Creditor, any Bank Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions; provided Loan Document, PROVIDED, HOWEVER, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (fv) any illegality, invalidity or unenforceability relating to or against any the Borrower or its Subsidiary for any reason of this Agreement or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any the Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
or (gvi) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by any Borrowerthe Subsidiary Guarantor, the Administrative Agent, the Designated Letter of Credit Issuer, the Designated Hedge Creditor, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s obligations hereunderthe Guaranteed Obligations of the Borrower under this Section 11.
Appears in 1 contract
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Foreign Currency Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Foreign Currency Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, partnership structure or ownership of the Foreign Currency Borrower or corporate structure or ownership of any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Foreign Currency Borrower, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Foreign Currency Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such which the Guarantor may have at any time against the Foreign Currency Borrower, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Foreign Currency Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any 141 150 reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guarantee, or the lack of legal existence of the Foreign Currency Borrower, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or make illegal the payment by the Foreign Currency Borrower, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Foreign Currency Borrower under this the Credit Agreement, the Notes, or any other Loan Document, or the performance of any other obligation or undertaking of the Foreign Currency Borrower under the Credit Agreement, any other Loan Document, or any other Guarantee or otherwise making any of the Guaranteed Obligations irrecoverable from the Foreign Currency Borrower for any reason; or
(vii) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document; orDocument or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by the Foreign Currency Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents
(gviii) any other act or omission to act or delay of any kind by the Foreign Currency Borrower, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Russell Corp)
Guaranty Unconditional. The Subject to the provisions of Article II, the obligations of each Guarantor under this Article 10 FTX hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any rescission, extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower FMPO or Circle C under this Agreement or any other Loan Documentthe Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Documentthe Credit Documents;
(ciii) any guarantee or any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower FMPO or Circle C under this Agreement or any other Loan Documentthe Credit Documents;
(div) any change in the organizational corporate existence, structure or ownership of any BorrowerFMPO or Circle C, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower FMPO or its Circle C or their respective assets or any resulting release or discharge of any obligation of any Borrower FMPO or Circle C contained in this Agreement or any other Loan Documentthe Credit Documents;
(ev) the existence of any claim, set-off or other rights such Guarantor which FTX may have at any time against FMPO or Circle C, any Borrower, the Administrative Agent, any Bank or any other Personcorporation or person, whether in connection herewith or any unrelated transactions; , provided subject to any subordination agreements relating to any such claims, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower FMPO or Circle C for any reason of this Agreement or any other Loan Documentthe Credit Documents, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower FMPO or Circle C of the principal of or interest on any Loan FMPO Obligations or any other amount payable by it FMPO or Circle C under this Agreement or any other Loan Document; orthe Credit Documents;
(gvii) any other act or omission to act or delay of any kind by any Borrower, the Administrative AgentFMPO or Circle C, any Bank beneficiary of this Guaranty or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s or defense to FTX's obligations hereunderhereunder or to the FMPO Obligations;
(viii) any failure of any beneficiary of this Guaranty to assert any claim or demand or to enforce any right or remedy against FMPO or Circle C under the provisions of the Credit Documents, the FCX Guaranty, any other security document, any intercreditor document or any other loan document; or
(ix) any failure of any beneficiary of this Guaranty to exercise any right or remedy against any other guarantor (including any subsidiary) of the FMPO Obligations.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Guarantor or its their respective assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against the Borrower, any Borrowerother Guarantor, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower or any Borrower other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other Guarantor of the principal of or interest on any Loan or any other amount payable by it under this Agreement the Borrower or any other Guarantor under the Loan DocumentDocuments; or
(g) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother Guarantor, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Fei Co)
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Foreign Currency Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Foreign Currency Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(d) any change in the organizational existence, partnership structure or ownership of the Foreign Currency Borrower or corporate structure or ownership of any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Foreign Currency Borrower, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Foreign Currency Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off setoff or other rights such which the Guarantor may have at any time against the Foreign Currency Borrower, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Foreign Currency Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guarantee, or the lack of legal existence of the Foreign Currency Borrower, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or make illegal the payment by the Foreign Currency Borrower, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Foreign Currency Borrower under this the Credit Agreement, the Notes, or any other Loan Document, or the performance of any other obligation or undertaking of the Foreign Currency Borrower under the Credit Agreement, any other Loan Document, or any other Guarantee or otherwise making any of the Guaranteed Obligations irrecoverable from the Foreign Currency Borrower for any reason; or
(g) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document; orDocument or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by the Foreign Currency Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents
(gh) any other act or omission to act or delay of any kind by the Foreign Currency Borrower, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Russell Corp)
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Term Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Term Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Borrower under this Agreement the Credit Agreement, any Term Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, corporate or partnership structure or ownership of the Borrower or any BorrowerGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other Guarantor or any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Term Note or any other amount payable by it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder.other
Appears in 1 contract
Guaranty Unconditional. The respective obligations of Parent and Household International (each Guarantor under this Article 10 of which is referred to as the "Guarantor" with respect to the obligations that are the subject of its guaranty) hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
by any of the following matters, in the case of Parent's Guaranty, with respect to Seller or any of the TFS Companies, or, in the case of Household International's Guaranty, with respect to Purchaser (a) each entity whose obligations are guaranteed by Parent or Household International, as the case may be, is referred to as a "Guaranteed Entity"): any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower a Guaranteed Entity under this Agreement or any other Loan Documentrelated document in connection with the transactions contemplated hereby or thereby (the "Transaction Documents"), whether by operation of law or otherwise;
(b) ; any modification or amendment of or supplement to this Agreement or any other Loan Transaction Document;
(c) ; any release, impairment, non-perfection or invalidity of any direct or indirect guarantee of or security for any obligation of any Borrower a Guaranteed Entity under this Agreement or any other Loan Transaction Document;
(d) ; any change in the organizational corporate existence, structure or ownership of any Borrower, a Guaranteed Entity or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower a Guaranteed Entity or its respective assets or any resulting release or discharge of any obligation of any Borrower a Guaranteed Entity contained in this Agreement or any other Loan Document;
(e) Agreement; the existence of any claim, set-off off, or other rights such which the Guarantor may have at any time against any Borrower, the Administrative Agent, any Bank a Guaranteed Entity or any other Personcorporation or person, whether in connection herewith or any unrelated transactions; provided provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) ; any illegality, invalidity or unenforceability relating to or against any Borrower a Guaranteed Entity for any reason of this Agreement or any other Loan Transaction Document, or any provision of applicable law or regulation purporting to prohibit the performance of any Borrowing by any Borrower obligation or the payment by of any Borrower of the principal of or interest on any Loan or any other amount payable by it a Guaranteed Entity under this Agreement or any other Loan Transaction Document; or
(g) any other act or omission emission to act or delay of any kind by any Borrower, the Administrative Agent, any Bank or any other Person or a Guaranteed Entity; any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder; provided, however, that Parent shall not be deemed to have waived any counterclaim or defense based on a breach of representation, warranty, or covenant of Purchaser hereunder that would have been a defense to the failure of Seller or any TFS Company to make any payment or perform any obligation in respect of which a claim is made under this Article XIV; and provided further that Household International shall not be deemed to have waived any counterclaim or defense based on a breach of representation, warranty, or covenant of Parent, Seller or any of the TFS Companies hereunder that would have been a defense to the failure of Purchaser to make any payment or perform any obligation in respect of which a claim is made under this Article XIV. The guarantee provided in this Article 14 shall encompass any modification, supplement or amendment of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Transamerica Finance Corp)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, corporate structure or ownership of the Borrower or corporate structure or ownership of any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan Document;any
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against the Borrower, any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegalitylaw, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by any Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents;
(vii) any invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Document; or
(gviii) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, structure or ownership of the Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Borrower or any other guarantor of the Guaranteed Obligations or its assets assets, or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such which any Guarantor may have at any time against the Borrower, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s 's obligations hereunder.. Notwithstanding any other provision contained in this Guaranty, the Guarantors' joint and several liability with respect to the principal amount of the Guaranteed Obligations shall be no greater than the liability of the Borrower with respect thereto. 108
Appears in 1 contract
Samples: Credit Agreement (Belden Inc)
Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of each Guarantor under this Article 10 of the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Note, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement with a Cash Management Bank or any other Loan DocumentDocument (except in the case of a release or discharge of such Guarantors effected pursuant to the terms of a waiver, amendment or modification of this Guaranty in accordance with the terms hereof);
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Applicable Obligor under the Credit Agreement, any Borrower under this Note, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement or with a Cash Management Bank, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against the Borrower, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Applicable Obligor, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this related to the Credit Agreement, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement or with a Cash Management Bank, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Applicable Obligor, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this the Credit Agreement, any Note, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement with a Cash Management Bank or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s obligations hereunderhereunder (other than the occurrence of the Termination Date).
Appears in 1 contract
Guaranty Unconditional. (a) Each Guarantor agrees that, to the maximum extent permitted by applicable law, the Guaranteed Obligations and the Loan Documents to which any Borrower is a party may be extended or renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by such Guarantor, and that such Guarantor shall remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or such Loan Documents or any repayment and reborrowing of Loans under the Credit Agreement. The obligations of each Guarantor the Guarantors under this Article 10 shall be, joint Guaranty are absolute and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, to the maximum extent permitted by applicable law, the obligations of each Guarantor under this Guaranty shall not be released, discharged discharged, diminished, impaired, reduced or otherwise affected byby the occurrence of any or all of the following:
(ai) any extensionmodification, amendment, supplement, renewal, settlementextension for any period, compromiseincrease, waiver decrease, alteration or release in respect rearrangement of all or any obligation part of any Borrower under this the Guaranteed Obligations, or of the Credit Agreement or any other Loan Document, by operation of law Document or otherwiseany other document or agreement executed in connection with the Guaranteed Obligations;
(bii) any modification adjustment, indulgence, forbearance or amendment compromise that might be granted or given by any Guaranteed Party to any Guarantor, any Borrower or any other Person liable on the Guaranteed Obligations;
(iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Guarantor, any Borrower or supplement to this any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution or winding up of any Guarantor or any Borrower, or any sale, lease or transfer of any or all of the assets of any Guarantor or any Borrower, or any changes in the shareholders of any Guarantor or any Borrower, or any reorganization of any Guarantor or any Borrower;
(iv) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or of the Credit Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement Document or any other Loan Document;
document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that (dA) the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, (B) the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, (C) the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (D) the Guaranteed Obligations, or any part thereof, violate applicable usury laws, (E) any change Guarantor or any Borrower has valid defenses, claims, and offsets (whether at law or in equity, by agreement or by statute) which render the organizational existence, structure Guaranteed Obligations wholly or ownership of partially uncollectible from any Guarantor or any Borrower, (F) the performance or any insolvencyrepayment of the Guaranteed Obligations (or execution, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge delivery and performance of any obligation document or instrument representing any part of the Guaranteed Obligations or executed in connection with any Borrower contained in this Agreement of the Guaranteed Obligations, or any other Loan Document;
given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (eG) the existence of any claimCredit Agreement, set-off or other rights such Guarantor may have at any time against any Borrower, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement or any other Loan Document, or any provision other document or instrument pertaining to any of applicable law the Guaranteed Obligations has been forged or regulation purporting otherwise is irregular or not genuine or authentic;
(v) any full or partial release of the liability of any Guarantor or any Borrower on the Guaranteed Obligations or any part thereof, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to prohibit pay, perform, guarantee, or assure the payment of the Guaranteed Obligations or any Borrowing part thereof; it being recognized, acknowledged, and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and that such Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that any other Person (including, for the avoidance of doubt, any other Guarantor) shall be liable to perform the Guaranteed Obligations or that any Guaranteed Party shall look to any other Person to perform the Guaranteed Obligations;
(vi) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations;
(vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations;
(viii) the failure of any Guaranteed Party or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security;
(ix) the fact that any collateral, security 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 Lien; it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any collateral for the Guaranteed Obligations;
(x) any payment by any Borrower or the any Guarantor to any Guaranteed Party being held to constitute a preference under bankruptcy or insolvency laws, or for any other reason any Guaranteed Party being required to refund such payment by or pay over any Borrower of the principal of or interest on amount to any Loan Borrower, any Guarantor or any other amount payable by it under Person; or
(xi) any other action taken or omitted to be taken with respect to the Credit Agreement, this Agreement or Guaranty, any other Loan Document, the Guaranteed Obligations, or any collateral therefor, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor shall be required to pay the Guaranteed Obligations pursuant to the terms hereof; orit being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations after the termination of all of the Commitments.
(gb) Each Guarantor further agrees that, to the fullest extent permitted by law, as between such Guarantor, on the one hand, and the Guaranteed Parties, on the other hand, (i) the maturity of the Obligations may be accelerated as provided in the Credit Agreement for the purposes of this Guaranty, notwithstanding any stay, injunction or other act or omission to act or delay prohibition preventing the acceleration of any kind by the Obligations as against any Borrower, and (ii) in the Administrative Agentevent of any acceleration (whether by declaration or automatic) of the Obligations as provided in the Credit Agreement, any Bank or any other Person or any other circumstance whatsoever which might, but the Obligations shall forthwith become due and payable by such Guarantor for the provisions purpose of this clause (h), constitute a legal or equitable discharge of such Guarantor’s obligations hereunderGuaranty.
Appears in 1 contract
Samples: Guaranty Agreement (Weatherford International Ltd./Switzerland)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan DocumentObligation, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the organizational corporate existence, structure or ownership of any BorrowerBorrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Borrower, any other Guarantor or its their respective assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any Borrower, any other Guarantor, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower or any other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower or any other Guarantor of the principal of or interest on any Loan or any other amount payable by it under this Agreement any Borrower or any other Guarantor under the Loan DocumentDocuments; or
(g) any other act or omission to act or delay of any kind by any Borrower, any other Guarantor, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder. Furthermore, notwithstanding that a Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which any Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against any Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable, documented, out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Fei Co)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement the Loan Agreement, the Notes or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or the Loan Agreement, the Notes, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by Lender with respect to any Collateral securing all or any part of the Guaranteed Obligations;
(d) any change in the organizational existence, structure structure, name or ownership of Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off setoff or other rights such which Guarantor may have at any time against any Borrower, any other guarantor of any of the Administrative AgentGuaranteed Obligations, any Bank Lender or any other Personparty, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Loan Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by Borrower, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan the Notes or any other amount payable by it Borrower under this Agreement the Loan Agreement, the Notes, or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any Borrower, any other guarantor of the Administrative AgentGuaranteed Obligations, any Bank Lender or any other Person party or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Guaranty (Baron Energy Inc.)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other the Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Guarantor or its their respective assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(ev) the existence of any claim, set-off or other rights which such Guarantor may have at any time against any the Borrower, any other Guarantor, the Administrative Agent, any LC Issuing Bank, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower or any Borrower other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other Guarantor of the principal of or interest on any Loan Note or any other amount payable by it under this Agreement the Borrower or any other Guarantor under the Loan DocumentDocuments; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor, the Administrative Agent, any LC Issuing Bank, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 5 shall be, joint and several, irrevocablebe continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of any the Borrower under this Agreement or any other Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation Obligation of any the Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational existence, structure or ownership of the Borrower or any BorrowerGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting any the Borrower or its assets any Guarantor or any of their respective assets, or any resulting release or discharge of any obligation Obligation of any the Borrower contained in under this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other rights such right that any Guarantor may have at any time may have against any the Borrower, the Administrative Agent, any Bank Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(f) any illegality, invalidity or unenforceability relating to or against any the Borrower for any reason of the whole or any provision of this Agreement or any other Loan Document, Document or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrower of any Borrowing by any Borrower Obligation, or the payment by any the Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this clause (h), Section 5.4 constitute a legal or equitable discharge of such Guarantor’s the obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Samples: Credit Agreement (Nn Inc)
Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of each Guarantor under this Article 10 of the Subsidiary Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Borrower under this Agreement or Note, any Collateral Document, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(d) any change in the organizational corporate existence, structure or ownership of the Principal or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Principal, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off setoff or other rights such Guarantor which the Subsidiary Guarantors may have at any time against the Principal, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Principal, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Note on any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Principal, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Principal under this Agreement the Credit Agreement, any Note or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Principal, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Subsidiary Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (NVR Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 of the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Borrower under this Agreement Note or any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Principal or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Principal, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against the Principal, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Principal, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Principal, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Principal under this Agreement the Credit Agreement, any Note or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Principal, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Lennar Corp /New/)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwiseotherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Guarantor or its their respective assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against the Borrower, any Borrowerother Guarantor, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower or any Borrower other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other Guarantor of the principal of or interest on any Loan or any other amount payable by it under this Agreement the Borrower or any other Guarantor under the Loan DocumentDocuments; or
(g) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother Guarantor, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Cardtronics Inc)
Guaranty Unconditional. The Company guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with their 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 the Lessor with respect thereto. The obligations of each Guarantor the Company under this Article 10 Guaranty are independent of the Guaranteed Obligations and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty (Lessor), irrespective of whether any action is brought against the Lessor or any affiliate of the Lessor or whether the Lessor or any affiliate of the Lessor is joined in any such action or actions. The obligations of the Company hereunder shall be, joint and several, be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) a. any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Lessor under the Credit Agreement, any Borrower under this Agreement Note or any other Loan Transaction Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations;
(b) b. any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Transaction Document;
(c) c. any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Lessor under the Credit Agreement, any Borrower under this Agreement Note or any other Loan DocumentTransaction Document or any obligations of any other guarantor of any of the Guaranteed Obligations;
(d) d. any change in the organizational corporate existence, structure or ownership of the Lessor, or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Lessor, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Lessor, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) e. the existence of any claim, set-off or other rights such Guarantor which the Company may have at any time against the Lessor, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) f. any illegality, invalidity or unenforceability relating to or against the Lessor, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement related to the Credit Agreement, any Note or any other Loan DocumentTransaction Document or any other guaranty of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower of the principal of or interest on any Loan Lessor or any other amount guarantor of the Guaranteed Obligations, of amounts payable by it the Lessor under this Agreement the Credit Agreement, any Note or any other Loan Transaction Document; or
(g) g. any other act or omission to act or delay of any kind by any Borrower, the Administrative AgentLessor, any Bank other guarantor of the Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the Company's obligations hereunder, including, without limitation, any failure, omission, delay or inability on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders under the Credit Agreement, any Note or any other Transaction Document.
Appears in 1 contract
Samples: Guaranty (Vincam Group Inc)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 shall be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:80
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan DocumentObligations, by operation of law or otherwiseotherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement the Loan Documents or any other Loan DocumentLender Swap Agreements;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan DocumentObligations;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower other Guarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan DocumentObligation;
(e) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against the Borrower, any Borrowerother Guarantor, any Restricted Subsidiary, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower, any Borrower other Guarantor or any Restricted Subsidiary for any reason of this the Loan Documents, any Lender Swap Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other Guarantor of the principal of or interest on any Loan or any other amount payable by it under this Agreement the Borrower or any other Guarantor or any Restricted Subsidiary under the Loan DocumentDocuments or any Lender Swap Agreement; or
(g) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother Guarantor, any Restricted Subsidiary, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Cardtronics Inc)
Guaranty Unconditional. This Guaranty is a guaranty of payment and not of collection, and the Guaranteed Party shall not be required to exhaust any right or remedy or take any action against Buyer or any other Person or any collateral (if any). The obligations obligation of each the Guarantor under this Article 10 shall behereunder is continuing, joint absolute and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any provision of applicable law or regulation purporting to prohibit the payment by Buyer or any other Guarantor of any Guaranteed Obligation;
(b) any amendment, restatement, supplement, or other modification or waiver of the Securities Transfer Agreement or other related agreement or instrument;
(i) any extension, renewal, settlement, compromise, alteration, waiver or release in respect of any Guaranteed Obligation or any obligation of any Borrower under this Agreement Guaranty and/or with respect to the Buyer or any other Loan Document, Guarantor (whether by operation of law law, settlement or other agreement or otherwise), or (ii) any assignment of any Guaranteed Obligation by the Guaranteed Party (but only to the extent such assignment is made in accordance with the terms of the Securities Transfer Agreement);
(bd) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any application, release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Documentcollateral (if any);
(de) any change in the organizational existence, structure or ownership of of, or any Borrowermerger or consolidation with respect to Buyer, the Guarantor or any other Person, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting Buyer, the Guarantor or any Borrower other Person or its their respective assets or any resulting release or discharge of any obligation Guaranteed Obligation or the obligations of any Borrower contained in this Agreement or any other Loan Documentthe Guarantor hereunder;
(ef) the existence of any claimdefense (other than a defense of indefeasible payment in full in cash of the Guaranteed Obligations), set-off off, claim, counterclaim or other rights such or dispute that the Guarantor or Buyer may have at any time against any Borrower, the Administrative Agent, any Bank or any other Person, whether in connection herewith herewith, the Securities Transfer Agreement or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimotherwise;
(fg) any illegality, invalidity or unenforceability relating to or against any Borrower for any reason Any subordination of this Agreement the Guaranteed Obligations or any other Loan Documentsubordination arrangements relating to the Securities Transfer Agreement;
(h) Any avoidance of any obligation or payment under Securities Transfer Agreement (whether by reason of fraudulent conveyance or otherwise);
(i) Any full or partial release, discharge, settlement or any provision of applicable law or regulation purporting compromise with respect to prohibit any Borrowing by any Borrower or the payment by any Borrower of the principal of or interest on any Loan Buyer or any other amount payable Guarantor (and whether such release, discharge, settlement or compromise is by it under this Agreement operation of law, by settlement agreement or any other Loan Document; orotherwise);
(gj) any other act or omission failure to act or delay of any kind by Buyer, any BorrowerGuarantor, the Administrative Agent, any Bank Guaranteed Party or any other Person or Person; or
(k) any other event or circumstance (including without limitation any that varies the risk of the Guarantor) whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge or reduction of such Guarantor’s the Guaranteed Obligations or the obligations of the Guarantor hereunder, including all defenses of a surety (except the defense of indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Guaranty (Franchise Brands, LLC)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:: 134 140
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan DocumentGuarantor or guarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any Borrowerof the Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Borrower or its any of the Guarantors, or any of their assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Loan Documentof the Guarantors;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which any of the Guarantors may have at any time against any the Borrower, the Administrative Agent, the Syndication Agent, the Documentation Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any the Borrower for any reason of this Agreement or related to the Amended and Restated Credit Agreement, any other Loan Document, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any the Borrower of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Amended and Restated Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agent, the Documentation Agent, the Syndication Agent and any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, corporate or partnership structure or ownership of the Borrower or any BorrowerGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other Guarantor or any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Document; oror 96 104
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor or any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (JDN Realty Corp)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan DocumentObligations, by operation of law or otherwiseotherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement the Loan Documents, any Lender Swap Agreements or any other Loan Documentdocument evidencing the Obligations;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan DocumentObligations;
(d) any change in the organizational corporate existence, structure or ownership of any BorrowerBorrower or any other Guarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Borrower, any other Guarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan DocumentObligation;
(e) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any Borrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower Borrower, any other Guarantor or any Restricted Subsidiary for any reason of this Agreement or the Loan Documents, any Lender Swap Agreement, any other Loan Document, document evidencing the Obligations or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower or any other Guarantor or any Restricted Subsidiary of the principal of or interest on any Loan or any other amount payable by it under this Agreement any Borrower or any other Loan DocumentGuarantor or any Restricted Subsidiary in respect of the Obligations; or
(g) any other act or omission to act or delay of any kind by any Borrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder. Furthermore, notwithstanding that a Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which any Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against any Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent, the Lenders and each other Person to whom the Obligations are owed from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Cardtronics PLC)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, structure or ownership of the Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Borrower or any other guarantor of the Guaranteed Obligations or its assets assets, or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such which any Guarantor may have at any time against the Borrower, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s 's obligations hereunder. Notwithstanding any other provision contained in this Guaranty, the Guarantors' joint and several liability with respect to the principal amount of the Guaranteed Obligations shall be no greater than the liability of the Borrower with respect thereto.
Appears in 1 contract
Samples: Guaranty Agreement (Belden Inc)
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against the Borrower, any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 shall beof the Subsidiary Guarantors hereunder shall, joint and severalto the fullest extent permitted by law, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Parent or the US Borrower under this Agreement or the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Parent or the US Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Parent or the US Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Parent or the US Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Parent or the US Borrower, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Parent or the US Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 of the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or the Credit Agreement, any Note, any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other guarantor of the principal Guaranteed Obligations, of the Borrower of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, any Note or any other Loan Document; or;
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor the Borrower Guarantors under this Article 10 Borrower Guaranty shall be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
by (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower advance under this Agreement or any other Loan Document, Document by operation of law Law or otherwise;
; (bii) any modification or amendment of or supplement to this Agreement or any other Loan Document;
; (ciii) any 100 110 modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security for security, or of any obligation guarantee or other liability of any third party, of the Guaranteed Obligations of any Borrower under this Agreement or any other Loan Document;
its Subsidiary; (div) any change in the organizational corporate existence, structure structure, or ownership of any Borrowerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any obligation of any the Obligations of the Borrower Guarantors contained in this Agreement or any other Loan Document;
; (ev) the existence of any claim, set-off or other rights such which any Borrower Guarantor may have at any time against any Borrower, the Administrative Agent, any Bank Bank, any Designated Swing Line Lender, Designated Letter of Credit Issuer, Designated Hedge Creditor or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions; provided Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (fvi) any illegality, invalidity or unenforceability relating to or against any Borrower or its Subsidiary for any reason of this Agreement or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
or (gvii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by any Borrowera Borrower Guarantor, the Administrative Agent, any Bank Bank, any Designated Swing Line Lender, any Designated Letter of Credit Issuer, any Designated Hedge Creditor or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s obligations hereunderthe Guaranteed Obligations of any Borrower under this Section 10.
Appears in 1 contract
Samples: Credit and Security Agreement (Instron Lawrence Corp)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower other Obligor under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower other Obligor under this Agreement or any other Loan DocumentNote (including, without limitation, in the case of Newcourt, any release of Newcourt USA pursuant to Section 9.07 hereof);
(d) any change in the organizational corporate existence, structure or ownership of any Borrower, other Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower other Obligor or its assets or any resulting release or discharge of any obligation of any Borrower other Obligor contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other rights which such Guarantor may have at any time against any the Borrower, the Administrative other Guarantor, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; provided , PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower other Obligor for any reason of this Agreement or any other Loan Document, Note or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower other Obligor of the principal of or interest on any Loan Note or any other amount payable by it any other Obligor under this Agreement or any other Loan DocumentAgreement; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative other Guarantor, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Cit Group Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, the Accession Agreement or any other Loan Documentthe Notes of the Additional Borrower;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Additional Borrower under this the Credit Agreement, the Accession Agreement or the Notes or any obligation of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Additional Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Additional Borrower, or the assets of any Borrower or its assets of the foregoing, or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan Documentthe Additional Borrower;
(ev) the existence of any claim, set-off setoff or other rights such right which the Guarantor may have at any time against any the Additional Borrower, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransaction;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower the Additional Borrower, for any reason of this related to the Credit Agreement, the Accession Agreement or any other Loan Documentthe Notes of the Additional Borrower, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any the Additional Borrower of the principal of or interest on any Loan the Notes of the Additional Borrower or any other amount payable by it the Additional Borrower under this the Credit Agreement or any other Loan Documentthe Notes; or
(gvii) any other act or omission to act or delay of any kind by any the Additional Borrower, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such the Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other Guarantors of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement the Credit Agreement, the Notes, the Pledge Agreements any Loan Document, or any obligations of any other Guarantor or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such which any Guarantor may have at any time against any the Borrower, any other Guarantors or any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan the Notes or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor or any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the Guarantors's obligations hereunder, including without limitation, any failure, omission, delay or inability on the part of the Agent or any Bank to enforce, assert or exercise any right, power or remedy conferred on the Agent or any Lender under the Credit Agreement or any other Loan Documents (other than the indefeasible payment in full of all of the Guaranteed Obligations).
Appears in 1 contract
Guaranty Unconditional. The obligations of each Individual Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower other Obligor under this Agreement or any other Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower other Obligor under this Agreement or any other Loan Document;
(d) any change in the organizational corporate existence, structure or ownership of any Borrowerother Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower other Obligor or its assets or any resulting release or discharge of any obligation of any Borrower other Obligor contained in this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other rights which such Individual Guarantor may have at any time against any Borrowerother Obligor, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower other Obligor for any reason of this Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower other Obligor of the principal of or interest on any the Loan or any other amount payable by it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any Borrower, the Administrative Agentother Obligor, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Individual Guarantor’s obligations hereunder. Each Individual Guarantor agrees, jointly and severally, as a primary obligation to indemnify the Lender from time to time on demand from and against any loss incurred by the Lender as a result of any such obligation or liability of any Individual Guarantor set forth in the preceding sentence being or becoming void, voidable, unenforceable or ineffective or being or becoming suspended (whether pursuant to any rehabilitation, reorganization or moratorium proceedings or otherwise) as against such Individual Guarantor for any reason whatsoever, whether or not known to the Lender, the amount of such loss being the amount which the Lender would otherwise have been entitled to recover from such Individual Guarantor.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 of the Subsidiary Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or of any obligation of any other Subsidiary Guarantor or Guarantor, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Subsidiary Guarantor or Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Subsidiary Guarantor or Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Subsidiary Guarantor or Guarantor, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentSubsidiary Guarantor or Guarantor;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which any of the Subsidiary Guarantors may have at any time against the Borrower, any Borrowerother Subsidiary Guarantor or Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Bank Lender, any Affiliate of any of them, or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Subsidiary Guarantor or Guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Subsidiary Guarantor or Guarantor, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother Subsidiary Guarantor or Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Bank Lender, any Affiliate of any of them, or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Replacement Subsidiary Guaranty (Airnet Systems Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 of the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, any Rate Management Transaction, any Bank Product Transaction or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any Borrower of the Borrowers under this Agreement or the Credit Agreement, any Note, the Security Agreement, the Pledge and Security Agreement, any Rate Management Transaction, any Bank Product Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of any Borrowerof the Borrowers or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower of the Borrowers, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement of the Borrowers, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any Borrowerof the Borrowers, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower of the Borrowers, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any Bank Product Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by such Borrower, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it any of the Borrowers under this Agreement the Credit Agreement, any Note, any Rate Management Transaction, any Bank Product Transaction or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any Borrowerof the Borrowers, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Guaranty (Midas Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Article 10 of the Loan Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Secured Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Secured Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Secured Obligations;
(bii) any modification or amendment of or supplement to this Agreement or the Credit Agreement, any other Loan DocumentDocument or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation Secured Obligations or any obligations of any Borrower under this Agreement other guarantor of any of the Secured Obligations, or any other Loan Documentaction or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Secured Obligations;
(div) any change in the organizational corporate existence, structure or ownership of any BorrowerDebtor or any other guarantor of any of the Secured Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Debtor, or any other guarantor of the Secured Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement Debtor, or any other Loan Documentguarantor of any of the Secured Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Loan Guarantors may have at any time against any BorrowerDebtor, any other guarantor of any of the Secured Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower Debtor, or any other guarantor of any of the Secured Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower Debtor, or any other guarantor of the Secured Obligations, of the principal of or interest on any Loan of the Secured Obligations or any other amount payable by it any Debtor under this Agreement or the Credit Agreement, any other Loan DocumentDocument or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(gvii) any other act or omission to act or delay of any kind by any BorrowerDebtor, any other guarantor of the Secured Obligations, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Loan Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Loan Guaranty (Techteam Global Inc)
Guaranty Unconditional. The obligations of each Guarantor as a guarantor under this Article 10 Section 14 shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrowers or of any Borrower other guarantor under this Agreement or any other Loan Document, Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational existence, structure or ownership of any Borrowerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrowers, any Borrower other guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Borrowers or of any Borrower other guarantor contained in this Agreement or any other Loan Document;
(ed) the existence of any claim, set-off or other rights such Guarantor that the Borrowers or any other guarantor may have at any time against any Borrower, the Administrative AgentAgents, any Bank Lender or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactions; provided that nothing herein shall prevent assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Borrowers, any such claim by separate suit other guarantor or compulsory counterclaimany other Person or Real Property;
(f) any illegalityapplication of any sums by whomsoever paid or howsoever realized to any obligation of the Borrowers, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrowers or any Borrower other guarantor for any reason of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrowers or any Borrower other guarantor of the principal of or interest on any Loan Note or any other amount payable by it under this Agreement or any other the Loan DocumentDocuments; or
(gh) any other act or omission to act or delay of any kind by any Borrower, the Administrative AgentAgents, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the obligations hereunderof any Guarantor under this Section 14.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 OSG hereunder shall bebe unconditional, joint and several, irrevocable, unconditional irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower OSG Bulk or OSG International under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower OSG Bulk or OSG International under this Agreement or any other Loan DocumentNote;
(div) any change in the organizational corporate existence, structure or ownership of any BorrowerOSG Bulk or OSG International, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower OSG Bulk or its OSG International or their respective assets or any resulting release or discharge of any obligation of any Borrower OSG Bulk or OSG International contained in this Agreement or any other Loan DocumentNote;
(ev) the existence of any claim, set-off or other rights such Guarantor which OSG may have at any time against OSG Bulk, OSG International, any Borrower, the Administrative Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower OSG Bulk or OSG International for any reason of this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower OSG Bulk or OSG International of the principal of or interest on any Loan Note or any other amount payable by it OSG Bulk or OSG International under this Agreement or any other Loan DocumentAgreement; or
(gvii) any other act or omission to act or delay of any kind by OSG Bulk or OSG International, any Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s OSG's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 10 hereof, ---------------------- ---------- the obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Loan Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note, or any other Credit Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Credit Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or any other Loan Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note or any other Credit Document;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Subsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Subsidiary Guarantor, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentSubsidiary Guarantor;
(ev) the existence of any claim, set-off setoff or other rights such which the Guarantor may have at any time against any the Borrower, the Administrative Agentany Subsidiary Guarantor, any Bank Beneficiary or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, any Borrower other Subsidiary Guarantors, for any reason of this Agreement related to the Credit Agreement, any Subsidiary Guaranty or any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by of all or any Borrower part of the principal of or interest on any Loan Obligations by the Borrower or any other amount payable by it under this Agreement or any other Loan DocumentSubsidiary Guarantor; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agentany other Subsidiary Guarantor, any Bank Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations Guarantor guarantees (to the extent of each its Stated Percentage or any greater amount assumed in accordance with Section 2.02) that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and the other Loan Documents. The Guarantor under this Article 10 shall beagrees that the Guaranteed Obligations and Loan Documents may be extended or renewed, joint and several, irrevocable, unconditional indebtedness thereunder repaid and absolute andreborrowed in whole or in part, without limiting notice to or assent by the generality of Guarantor, and that it will remain bound upon its guaranty contained in, and the foregoingother provisions of, shall not be released, discharged or otherwise affected by:
(a) this Agreement notwithstanding any extension, renewal, settlement, compromise, waiver renewal or release in respect other alteration of any obligation of any Borrower under this Agreement Guaranteed Obligations or any other such Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational existence, structure or ownership of any BorrowerDocuments, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or discharge repayment and reborrowing of any obligation of any Borrower contained Loans. Except as otherwise expressly provided in this Agreement or any other Loan Document;Document to which the Guarantor is a party, the obligations of the Guarantor under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof under any and all circumstances whatsoever, including:
(e1) the existence any modification, amendment, supplement, renewal, extension for any period, increase, decrease, alteration or rearrangement of any claim, set-off or other rights such Guarantor may have at any time against any Borrower, the Administrative Agent, any Bank all or any other Personpart of the Guaranteed Obligations, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement or any other Loan Document executed in connection herewith, or any contract or understanding among the Guarantor, any Other Guarantor, Millennium, the Administrative Agent and/or the Lenders, or any other Person, pertaining to the Guaranteed Obligations;
(2) any adjustment, indulgence, forbearance or compromise that might be granted or given by the Lenders to the Guarantor, any Other Guarantor, Millennium, or any other Person liable on the Guaranteed Obligations;
(3) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of the Guarantor, any Other Guarantor, Millennium or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of the Guarantor, any Other Guarantor, Millennium or any sale, lease or transfer of any or all of the assets of the Guarantor, any Other Guarantor, or Millennium, or any changes in the owners of the equity of the Guarantor, any Other Guarantor, Millennium, or any reorganization of the Guarantor, any Other Guarantor, or Millennium;
(4) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that (A) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (B) the act of creating the Guaranteed Obligations or any part thereof is ultra vxxxx, (C) the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (D) the Guaranteed Obligations or any part thereof violate applicable usury laws, (E) the Guarantor, any Other Guarantor, or Millennium has valid defenses, claims and offsets (whether at law or in equity, by agreement or by statute) which render the Guaranteed Obligations wholly or partially uncollectible from the Guarantor, any Other Guarantor, or Millennium, (F) the creation, performance or repayment of the Guaranteed Obligations (or execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (G) this Agreement, any other Loan Document, or any provision other document or instrument pertaining to the Guaranteed Obligations, has been forged or otherwise is irregular or not genuine or authentic;
(5) any full or partial release of applicable law the liability of the Guarantor, any Other Guarantor, or regulation purporting Millennium on the Guaranteed Obligations or any part thereof, or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to prohibit any Borrowing by any Borrower pay, perform, guarantee or assure the payment by any Borrower of the principal Guaranteed Obligations or any part thereof; it being recognized, acknowledged and agreed by the Guarantor that the Guarantor may be required to pay an amount equal to its Stated Percentage of, and as herein provided may elect or obligate itself, but will not be required, to pay a greater percentage of, the Guaranteed Obligations without assistance or support of any other Person, and the Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or interest on agreement that any Loan other Person (other than the Other Guarantors) will be liable to perform the Guaranteed Obligations, or that the Administrative Agent or any Lender will look to any other Person (other than the Other Guarantors) to perform the Guaranteed Obligations;
(6) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations;
(7) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations;
(8) the failure of the Administrative Agent, the Lenders or any other amount payable Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security;
(9) the fact that any collateral, security 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 Lien; it being recognized and agreed by it under the Guarantor that the Guarantor is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any collateral for the Guaranteed Obligations;
(10) any payment by Millennium or the Guarantor or any Other Guarantor to the Administrative Agent or any Lender is held to constitute a preference under bankruptcy laws, or for any other reason either the Administrative Agent or any Lender is required to refund such payment or pay such amount to Millennium or any other Person; or
(11) any other action taken or omitted to be taken with respect to this Agreement, any other Loan Document; or
(g) , the Guaranteed Obligations, or any other act security and collateral therefor, whether or not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to act or delay pay its Stated Percentage of any kind by any Borrower, the Administrative Agent, any Bank Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of the Guarantor that the Guarantor shall be obligated to pay an amount equal to its Stated Percentage of the Guaranteed Obligations (or any other Person greater amount assumed in accordance with Section 2.02) when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein (including any other circumstance whatsoever which might, but for the provisions of this clause (h), that might otherwise constitute a legal or equitable discharge of such Guarantor’s obligations hereundera surety or guarantor, including by reason of any future judicial decisions or legislations of any jurisdiction), except for the indefeasible full and final payment and satisfaction of the Guaranteed Obligations after the termination of the Commitments of all Lenders and the expiration or termination of all Letters of Credit.
Appears in 1 contract
Samples: Guaranty Agreement (Nisource Inc/De)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational existence, ownership of the Borrower or corporate structure or ownership of any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other Guarantor or any other guarantor of any of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, 119 for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor or any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement other Obligor or any other Person under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, such Guarantor, any Borrower under this Agreement other Guarantor or any other Person under any Loan Document;
(d) any change in the organizational corporate existence, structure or ownership of the Borrower, such Guarantor, any Borrowerother Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, such Guarantor, any Borrower other Guarantor or its any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, such Guarantor, any Borrower contained in this Agreement other Guarantor or any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which such Guarantor may have at any time against any the Borrower, the Administrative Agent, any Bank Lender, any other Guarantor or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower, any Borrower other Obligor, any other Guarantor or any other Person for any reason of this the Credit Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower the Borrower, of the principal of or the interest on any Loan or any other amount payable by it the Borrower under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any the Borrower, the Administrative Agent, any Bank or other Guarantor, any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of or defense to obligations of such Guarantor’s obligations Guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this the Credit Agreement, the Note, the Pledge Agreement or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other Guarantors of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, the Note, the Pledge Agreement or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this the Credit Agreement, the Note, the Pledge Agreement any Loan Document, or any obligations of any other Guarantor or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such which any Guarantor may have at any time against any the Borrower, any other Guarantors or any other guarantor of any of the Administrative AgentGuaranteed Obligations, any Bank the Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan the Note or any other amount payable by it the Borrower under this the Credit Agreement, the Note, the Pledge Agreement or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any the Borrower, any other Guarantor or any other guarantor of the Administrative AgentGuaranteed Obligations, any Bank the Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the Guarantors's obligations hereunder, including without limitation, any failure, omission, delay or inability on the part of the Lender to enforce, assert or exercise any right, power or remedy conferred on the Lender under the Credit Agreement or any other Loan Documents (other than the indefeasible payment in full of all of the Guaranteed Obligations).
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9, the obligations of each Guarantor under this Article 10 of the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, amendment, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement or the Credit Agreement, any Note, any other Loan DocumentDocument or any Guaranteed Obligation;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or the Credit Agreement, any Note, any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, the Notes Collateral Agent or any Lender or any Affiliate of the Agent, any Lender or the Notes Collateral Agent with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any the Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against any the Borrower, any other guarantor of any of the Administrative AgentGuaranteed Obligations, the Agent or any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any Borrower other guarantor of the principal Guaranteed Obligations, of the Borrower of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, any Note or any other Loan Document;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or any rights of the Agent or any Lender with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by any the Borrower, any other guarantor of the Administrative Guaranteed Obligations, the Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge or defense of such any Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The To the extent permitted by Applicable Law, the obligations of each the Guarantor under this Article 10 shall be, joint and several, irrevocable, hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower the Issuer under this Agreement Indenture or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture (other than this Article VII) or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational corporate existence, structure or ownership of any Borrowerthe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower the Issuer or its assets or any resulting release or discharge of any obligation of any Borrower the Issuer contained in this Agreement Indenture or any other Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any Borrowerthe Issuer, the Administrative Trustee, the Principal Paying Agent, any Bank the Collateral Agent or any other Person, whether in connection herewith with this Indenture, the Security Documents or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against any Borrower the Issuer for any reason of this Agreement Indenture or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower the Issuer of the principal of or interest on any Loan Note or any other amount payable by it the Issuer under this Agreement or any other Loan Document; orIndenture;
(gf) any other act or omission to act or delay of any kind by any Borrowerthe Issuer, the Administrative Trustee, the Principal Paying Agent, any Bank the Collateral Agent or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunder; or
(g) any defenses (other than full and unconditional payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Guaranty, the Security Documents or this Indenture.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Lessee under any Borrower under this Agreement or any other Loan Operative Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Operative Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Lessee under any Borrower under this Agreement or any other Loan Operative Document;
(div) any change in the organizational existence, corporate structure or ownership of the Lessee or corporate structure or ownership of any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Lessee, or any Borrower other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Lessee, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off recoupment, setoff or other rights such Guarantor which the Guarantors may have at any time against the Lessee, any Borrowerother Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Bank Lessor or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower of the principal of or interest on any Loan or any other amount payable by it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each the Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
: (a) any change in the amount or purpose of or the time, manner, method, or place of payment or performance of any of the Obligations or any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement or any other Person under any Loan Document, by operation of law or otherwise;
; (b) any modification modification, extension, renewal or amendment of or supplement to this Agreement any Loan Document or any other of the Obligations or any execution or delivery of any additional Loan Document;
Documents; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement or any other Person under any Loan Document;
; (d) any change in the organizational corporate existence, structure or ownership of the Borrower or any Borrowerother Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Borrower or its any other Person or any of their assets or any resulting release or discharge of any obligation (including any of any the Obligations) of the Borrower contained in this Agreement or any other Person under any Loan Document;
; (e) the existence of any claim, set-off off, defense, counterclaim, withholding or other rights such right that the Guarantor or the Borrower may have at any time against any Borrower, Person (including the Administrative Agent, any Bank or any other PersonAgent and the Lenders), whether in connection herewith with the Loan Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim or defense by separate suit or compulsory counterclaim;
; (f) any illegalityavoidance, subordination, invalidity or unenforceability relating to or against the Borrower or any Borrower other Person for any reason of this Agreement any Obligation or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment of any Obligation by any the Borrower of the principal of or interest on any Loan or any other amount payable by Person, or the Borrower denies that it has any or further liability or obligation under this Agreement any Loan Document, or purports to revoke, terminate or rescind any other Obligation or provision of any Loan Document; or
(g) any other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder.44
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 shall be, as a guarantor or joint and severalseveral obligor under the Loan Documents, irrevocableincluding this Section 9, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower or of any other Guarantor under this Agreement or any other Loan Document, Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan Document;
(d) any change in the organizational corporate existence, structure or ownership of any Borrowerof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrowers, any Borrower other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of any Borrower or of any other Guarantor contained in this Agreement or any other Loan Document;
(ed) the existence of any claim, set-off or other rights such which the Guarantor may have at any time against any Borrower, the Administrative Agent, any Bank Lender or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactions; provided that nothing herein shall prevent the assertion of of, any such claim by separate suit or compulsory counterclaimdemand or any exercise of, or failure to exercise, any rights or remedies against any Borrower, any other Guarantor or any other Person or Property;
(f) any illegalityapplication of any sums by whomsoever paid or howsoever realized to any obligation of any Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against any Borrower or any other Guarantor for any reason of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrowers or any Borrower other Guarantor of the principal of or interest on any Loan Term Note or any other amount payable by it them under this Agreement or any other the Loan DocumentDocuments; or
(gh) any other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantor’s the obligations hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. The obligations of each Guarantor the Company under this Article 10 XI shall be, joint and several, be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of either Borrower (other than any Borrower express written settlement, compromise, waiver or release in favor the Company in its capacity as a guarantor under this Article XI) under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement (other than this Article XI and the defined terms used herein) or any other Loan DocumentNote;
(ciii) any release, impairment, non-perfection non‑perfection or invalidity of any direct or indirect security for any obligation of any Borrower B&S AG under this Agreement or any other Loan DocumentNote;
(div) any change in the organizational corporate existence, structure or ownership of any either Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower B&S AG or its assets or any resulting release or discharge of any obligation of any Borrower B&S AG contained in this Agreement or any other Loan DocumentNote;
(ev) the existence of any claim, set-off set‑off or other rights such Guarantor which the Company may have at any time against any BorrowerB&S AG, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against any Borrower B&S AG for any reason of this Agreement or any other Loan DocumentNote, or any provision of applicable law a Requirement of Law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower B&S AG of the principal of or interest on any Loan or any other amount payable by it B&S AG under this Agreement or any other Loan DocumentAgreement; or
(gvii) any other act or omission to act or delay of any kind by any BorrowerB&S AG, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantorthe Company’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor the Parent under this Article 10 X shall be, joint and several, be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than any express written settlement, compromise, waiver or release in favor of the Parent in its capacity as a guarantor under this Article X) under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement (other than this Article X and the defined terms used herein) or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any other Loan DocumentNote;
(d) any change in the organizational corporate existence, structure or ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its such Borrower’s assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other rights such Guarantor which the Parent may have at any time against any Borrower, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement or any other Loan DocumentNote, or any provision of applicable law Law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Borrower of the principal of or interest on any Loan or any other amount payable by it any Borrower under this Agreement or any other Loan DocumentAgreement; or
(g) any other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such Guarantorthe Parent’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Pentair Inc)
Guaranty Unconditional. The obligations of each Guarantor under this Article 10 hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Credit Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Credit Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of any the Borrower under this Agreement the Credit Agreement, any Note, any Credit Document, or any obligations of any other Loan Documentguarantor of any of the Obligations;
(div) any change in the organizational existence, structure structures or ownership of the Borrower or any Borrowerother guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Borrower other guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Borrower, or any other Loan Documentguarantor of any of the Obligations;
(ev) the existence of any claim, set-off setoff, or other rights such which any Subsidiary Guarantor may have at any time against the Borrower, any Borrowerother guarantor of any of the Obligations, the Administrative Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; , provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any illegality, invalidity or unenforceability relating to or against the Borrower, or any Borrower other guarantor of any of the Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower or any Borrower other guarantor of the Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Borrower under this Agreement the Credit Agreement, the Notes, or any other Loan Credit Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, any Borrowerother guarantor of the Obligations, the Administrative Agent, any Bank Lender, or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable equitable, discharge of such any Guarantor’s 's obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (CBRL Group Inc)
Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of each Guarantor under this Article 10 of the Guarantors hereunder shall be, joint and several, irrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower under this Agreement or any other Loan Documentthe Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Borrower under this Agreement or Note, the Security Agreement, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, the Documentation Agent, the Syndication Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(d) any change in the organizational corporate existence, structure or ownership of the Principal or any Borrowerother guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Principal, or any Borrower other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement the Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off setoff or other rights such Guarantor which the Guarantors may have at any time against the Principal, any Borrowerother guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Documentation Agent, the Syndication Agent, any Bank Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Principal, or any Borrower other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Principal, or any Borrower other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan Note or any other amount payable by it the Principal under this Agreement the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Principal, any Borrowerother guarantor of the Guaranteed Obligations, the Administrative Agent, the Documentation Agent, the Syndication Agent, any Bank Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (h)paragraph, constitute a legal or equitable discharge of such any Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Guaranty (SCP Pool Corp)
