Guaranty Unconditional. The obligations of the Guarantor hereunder 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 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 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, the Guarantor or any other Person under any Loan Document; (d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person contained in any Loan Document; (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, 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; (f) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person for any reason of the Credit Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, of the principal or the interest or any other amount payable by the Borrower under any Loan Document; or (g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to obligations of the Guarantor hereunder.
Appears in 6 contracts
Samples: Guaranty Agreement (Delhaize America Inc), Guaranty (Delhaize America Inc), Guaranty Agreement (Delhaize America Inc)
Guaranty Unconditional. The obligations of the Guarantor Company hereunder 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 other Obligor or any other Person the Co-Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit 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 the Borrower, the Guarantor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Co-Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Co-Borrower or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person Co-Borrower contained in any Loan Document;
(ed) the existence of any claim, set-set off or other rights which the Guarantor Company may have at any time against the Co-Borrower, the Administrative Agent, 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;
(fe) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Co-Borrower for any reason of the Credit Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Co-Borrower of the principal of or the interest on any Loan or any other amount payable by the Borrower it under any Loan Documentthis Agreement; or
(gf) any other act or omission to act or delay of any kind by the Co-Borrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company’s obligations of the Guarantor hereunder.
Appears in 5 contracts
Samples: Credit Agreement (LyondellBasell Industries N.V.), Credit Agreement (LyondellBasell Industries N.V.), Credit Agreement (LyondellBasell Industries N.V.)
Guaranty Unconditional. The obligations of the Guarantor Company hereunder shall be unconditional unconditional, irrevocable 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 other Obligor Borrower or any other Person under any Loan Document, Document or by operation of law or otherwiseotherwise (except to the extent the foregoing expressly releases the Company’s obligations under this Article 11);
(b) any modification or amendment of or supplement to the Credit Agreement any Loan Document (other than any modification, amendment or any other Loan Documentsupplement of this Article 11 effected in accordance with Section 12.02);
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor any Borrower or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor any Borrower or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor any Borrower or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor any Borrower or any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the any other Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or with any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower, any other Obligor Borrower or any other Person for any reason of the Credit Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any Borrower of the principal of or the interest on any Loan or any other amount payable by the Borrower it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the any Borrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company’s obligations hereunder (in each case other than payment in full of the Guarantor obligations guaranteed hereunder).
Appears in 5 contracts
Samples: 364 Day Credit Agreement (Cummins Inc), Credit Agreement (Cummins Inc), Credit Agreement (Cummins Inc)
Guaranty Unconditional. The obligations of the Guarantor hereunder each Account Party under this Article VII shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender Bank or any other Personcorporation or person, whether in connection herewith with any of 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;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other obligor of the principal or the interest or any other amount payable by the Borrower under any of the Loan DocumentDocuments; or
(gvii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to an Account Party's obligations of the Guarantor hereunderunder this Article VII.
Appears in 4 contracts
Samples: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the each Guarantor hereunder under this Article 7 shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith with any of 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other obligor of the principal of or the interest on any Note or any other amount payable by the Borrower under any of the Loan DocumentDocuments;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation or the Lenders’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to a Guarantor’s obligations of the Guarantor hereunderunder this Article 7.
Appears in 4 contracts
Samples: Credit Agreement (Ace LTD), Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder shall 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 other Obligor the Borrower 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 the Credit Agreement any Loan Document or any other of the Obligations or any execution or delivery of any additional Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor Borrower or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor Borrower or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Borrower or any other Person or any of their assets or any resulting release or discharge of any obligation (including any of the Borrower, Obligations) of the Guarantor Borrower or any other Person contained in under any Loan Document;
(e) the existence of any claim, set-off off, defense, counterclaim, withholding or other rights which right that the Guarantor or the Borrower may have at any time against the Borrower, any Person (including the Administrative Agent, any Lender or any other Personthe Lenders and the Issuing 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 avoidance, subordination, invalidity or unenforceability relating to or against the Borrower, any other Obligor Borrower or any other Person for any reason of the Credit Agreement any Obligation or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by the Borrower, of the principal or the interest Borrower or any other amount payable by Person, or the Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Obligation or provision of any Loan Document;
(g) any failure of the Administrative Agent, any Lender or any Issuing Lender to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or to assert any breach of or default under any Loan Document or any breach of the Obligations; or
(gh) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any other Person party to any Loan Document or any other Person, or any other circumstance whatsoever which that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of or defense to obligations any obligation of the Guarantor hereunder.
Appears in 4 contracts
Samples: Revolving Credit Agreement (PPL Energy Supply LLC), Revolving Credit Agreement (PPL Energy Supply LLC), Revolving Credit Agreement (PPL Corp)
Guaranty Unconditional. The obligations of the Guarantor Company hereunder shall 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 other Obligor the Borrower under this Agreement or any other Person under any Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Credit 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, the Guarantor Borrower under this Agreement or any other Person under any Loan DocumentNote;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Borrower or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor Borrower contained in this Agreement or any other Person contained in any Loan DocumentNote;
(ev) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Borrower, the Administrative Agent, any Lender 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Borrower for any reason of the Credit this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower of the principal of or the interest on any Note or any other amount payable by the Borrower it under any Loan Documentthis Agreement; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company's obligations of the Guarantor hereunder.
Appears in 4 contracts
Samples: Credit Agreement (Nortel Networks Corp), Credit Agreement (Nortel Networks LTD), Credit Agreement (Nortel Networks Corp)
Guaranty Unconditional. The obligations of the each Guarantor with respect to its Guarantied Obligations hereunder 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 other Obligor Borrower under this Agreement or any other Person under any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit 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 the Borrower, the Guarantor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the any Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, examination (in the case of an Irish Borrower only), reorganization or other similar proceeding affecting the Borrower, the Guarantor any Borrower or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor any Borrower contained in this Agreement or any other Person contained in any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the such Guarantor may have at any time against the any Borrower, the Administrative Agent, 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;
(fe) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Borrower for any reason of the Credit this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any Borrower of the principal of or the interest on any Note or any other amount payable by the Borrower it under any Loan Documentthis Agreement; or
(gf) any other act or omission to act or delay of any kind by the any Borrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder (other than payment in full of the Guarantor hereunderGuarantied Obligations).
Appears in 4 contracts
Samples: 364 Day Credit Agreement (Linde PLC), 364 Day Credit Agreement (Linde PLC), Credit Agreement (Linde PLC)
Guaranty Unconditional. The Except as expressly set forth herein, the Guarantor agrees that the obligations of the Guarantor hereunder shall 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:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor or any other Person the Contractor under any Loan Documentthe Contract, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Credit Agreement or any other Loan DocumentContract;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, Contractor under the Guarantor or any other Person under any Loan DocumentContract;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective SubsidiariesContractor, or any insolvency, bankruptcy, reorganization or other similar proceeding 84 4 affecting the Borrower, the Guarantor Contractor or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person Contractor contained in any Loan Documentthe Contract;
(ev) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerContractor, the Administrative AgentPurchaser, any Lender 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 counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Contractor for any reason of the Credit Agreement or any other Loan DocumentContract, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Contractor of the principal or the interest or any other amount payable by the Borrower Contractor under any Loan Documentthe Contract; or
(gvii) any other act or omission to act or delay of any kind by the BorrowerContractor, the Administrative AgentPurchaser, or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor'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 Guarantor hereunderGuarantied Obligations, that (i) such Guarantied Obligations are not currently due under the terms of the Contract or (ii) that such Guarantied Obligations have previously been paid or performed in full.
Appears in 3 contracts
Samples: Project Development and Construction Contract (Asia Global Crossing LTD), Project Development and Construction Contract (Asia Global Crossing LTD), Project Development and Construction Contract (Asia Global Crossing LTD)
Guaranty Unconditional. The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor the Borrower or any other Person Guarantor under any the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification restatement, modification, amendment or amendment waiver of or supplement to the Credit Agreement or Loan Documents (including any other Loan Documentincrease in the Commitments);
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor Borrower or any other Person Guarantor under any the Loan DocumentDocuments;
(d) any change in the corporate or other organizational existence, structure or ownership of the Borrower, the Guarantor Borrower or any other Person or any of their respective SubsidiariesGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the any other Guarantor or any other Person or any of their respective assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor Borrower or any other Person Guarantor contained in any the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, 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;
(f) any invalidity or unenforceability relating to or against the Borrower, any other Obligor Borrower or any other Person Guarantor for any reason of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor of the principal of or the interest on any Loan or any other amount payable by the Borrower or any other Guarantor under any the Loan DocumentDocuments; or
(g) any other act or omission to act or delay of any kind by the Borrower, any Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor’s or the Borrower’s obligations hereunder or defense to obligations of the Guarantor hereundera surety (except for indefeasible payment in full).
Appears in 3 contracts
Samples: Credit Agreement (Quanex Building Products CORP), Credit Agreement (Quanex Corp), Credit Agreement (Quanex Building Products CORP)
Guaranty Unconditional. The obligations of the Guarantor hereunder under this Guaranty shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Issuer, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Issuer, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of the Guarantor hereunderunder this Guaranty.
Appears in 3 contracts
Samples: Credit Agreement (Max Capital Group Ltd.), Guaranty Agreement (ALTERRA CAPITAL HOLDINGS LTD), Guaranty Agreement (ALTERRA CAPITAL HOLDINGS LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder shall be unconditional 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 other Obligor or any other Person Loan Party under any Loan Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Credit Agreement or any other Loan Document;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person Loan Party under any Loan Document;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person Loan Party or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person Loan Party contained in any Loan Document;
(ev) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrowerany other Loan Party, the Administrative Agent, 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Loan Party for any reason of the Credit Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other Loan Party of the principal of or the interest on any Loan or any other amount payable by it under the Borrower under any Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrowerany other Loan Party, the Administrative Agent, the Issuing Lender any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of the Guarantor hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Qwest Communications International Inc), Credit Agreement (Qwest Communications International Inc)
Guaranty Unconditional. The obligations of each Guarantor as a guarantor under this Section 12 and with respect to the Guarantor hereunder Operative Documents 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 the Company or of any other Obligor Guarantor under this Agreement or any other Person under any Loan Document, Operative Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit this Agreement or any other Loan Operative Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borroweraffecting, the Guarantor or Company, any other Person Guarantor, or any of their assets respective assets, or any resulting release or discharge of any obligation of the Borrower, the Guarantor Company or of any other Person Guarantor contained in any Loan Operative Document;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender holder of any Note or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactionsassertion of, provided that nothing herein shall prevent any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Company, any such claim by separate suit other Guarantor or compulsory counterclaimany other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower, any other Obligor Company or any other Person Guarantor for any reason of the Credit this Agreement or of any other Loan Document, Operative Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Company or any other Guarantor of the principal of or the interest on any Note or any other amount payable by them under the Borrower under any Loan DocumentOperative Documents; or
(gh) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any holder of any Note or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the obligations of the Guarantor hereunderGuarantors under the Operative Documents.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Morton Industrial Group Inc), Note and Warrant Purchase Agreement (Morton Industrial Group Inc)
Guaranty Unconditional. The obligations of the Guarantor hereunder Borrower under this Article XII shall be unconditional unconditional, absolute and absolute irrevocable, 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization Bankruptcy Event or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, the LC Administrator, any Lender or any other Personcorporation or person, whether in connection herewith with any of 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;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any of the Loan DocumentDocuments;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation or the Lenders’ rights with respect thereto;
(viii) the addition or release of any Guarantor hereunder or the taking, acceptance or release of other guarantees of the Obligations; or
(gix) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, the LC Administrator, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations of the Guarantor hereunderunder this Article XII.
Appears in 2 contracts
Samples: Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder each Borrower under 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 other Obligor Borrower under this Agreement or any Note or any other Person under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit this Agreement or any Note 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, the Guarantor any other Borrower under this Agreement or any Note or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor any other Borrower or any other Person or any of their respective SubsidiariesCredit Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor any other Borrower or any other Person Credit Party or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor other Borrower or any other Person Credit Party or any obligation of any other Borrower or any other Credit Party contained in this Agreement or any Note or any other Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor each Borrower may have at any time against the Borrowerany other Borrower or any other Credit Party, the Administrative Agent, 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;
(f) any invalidity or unenforceability relating to or against the Borrower, any other Obligor Borrower or any other Person Credit Party, for any reason reason, of the Credit this Agreement or any Note or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other Borrower or any other Credit Party of the principal of or the interest on any Note or any other amount payable by the Borrower it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrowerany other Borrower or any other Credit Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 10, constitute a legal or equitable discharge of or defense to such Borrower's obligations of the Guarantor hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Baldwin Technology Co Inc), Credit Agreement (Baldwin Technology Co Inc)
Guaranty Unconditional. The obligations of the Guarantor hereunder each Borrower under this Article VII shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith with any of 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;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other obligor of the principal of or the interest on any Note or any other amount payable by the Borrower under any of the Loan DocumentDocuments; or
(gvii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to a Borrower's obligations of the Guarantor hereunderunder this Article VII.
Appears in 2 contracts
Samples: Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor Company hereunder shall 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 other Obligor the Borrower under this Agreement or any other Person under any Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Credit 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, the Guarantor Borrower under this Agreement or any other Person under any Loan DocumentNote;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Borrower or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor Borrower contained in this Agreement or any other Person contained in any Loan DocumentNote;
(ev) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the Borrower, the Administrative Agent, any Lender 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;; 36
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Borrower for any reason of the Credit this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower of the principal of or the interest on any Note or any other amount payable by the Borrower it under any Loan Documentthis Agreement; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company's obligations of the Guarantor hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Nortel Networks Corp), Credit Agreement (Nortel Networks LTD)
Guaranty Unconditional. The obligations of each Guarantor as a guarantor or joint and several obligor under the Guarantor hereunder Loan Documents, including 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 either Borrower or of any other Obligor Guarantor under this Agreement or any other Person under any Loan Document, Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit 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 the Borrower, the Guarantor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borroweraffecting, the Guarantor or Borrowers, any other Person Guarantor, or any of their assets respective assets, or any resulting release or discharge of any obligation of the Borrower, the Guarantor either Borrower or of any other Person Guarantor contained in any Loan Document;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender Bank or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactionsassertion of, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimdemand or any exercise of, or failure to exercise, any rights or remedies against either Borrower, any other Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of either Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower, any other Obligor either Borrower or any other Person Guarantor for any reason of the Credit this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrowers or any other Guarantor of the principal of or the interest on any Note or any other amount payable by them under the Borrower under any Loan DocumentDocuments; or
(gh) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the obligations of the Guarantor hereunderGuarantors under the Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Hub Group Inc), Credit Agreement (Hub Group Inc)
Guaranty Unconditional. The obligations of the Guarantor hereunder under this Guaranty shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any L/C Issuer, any Lender or any other Personcorporation or person, whether in connection herewith with any of 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any of the Loan DocumentDocuments;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any L/C Issuer, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of the Guarantor hereunderunder this Guaranty.
Appears in 2 contracts
Samples: Guaranty Agreement (ALTERRA CAPITAL HOLDINGS LTD), Guaranty Agreement (ALTERRA CAPITAL HOLDINGS LTD)
Guaranty Unconditional. The obligations of the each Guarantor hereunder under this Article VII shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith with any of 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;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other obligor of the principal of or the interest on any Note or any other amount payable by the Borrower under any of the Loan DocumentDocuments; or
(gvii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to a Guarantor's obligations of the Guarantor hereunderunder this Article VII.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder each Account Party under this Article VII shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender Bank or any other Personcorporation or person, whether in connection herewith with any of 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;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other obligor of the principal or the interest or any other amount payable by the Borrower under any of the Loan DocumentDocuments;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Banks’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to an Account Party’s obligations of the Guarantor hereunderunder this Article VII.
Appears in 2 contracts
Samples: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder Company under this Section 14 shall be 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 of any other Obligor or any other Person under any Loan DocumentGuaranteed Obligation, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit 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 Guarantee or other liability of any third party, for any obligation of the Borrower, the Guarantor or any other Person under any Loan DocumentGuaranteed Obligation;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor Borrower or any other Person or any of their respective SubsidiariesLoan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Borrower or any other Person Loan Party or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person contained in any Loan DocumentGuaranteed Obligation;
(e) the existence of any claim, set-off setoff or other rights right which the Guarantor Company may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactions, provided that nothing herein shall prevent with the assertion of any such claim by separate suit or compulsory counterclaimLoan Documents;
(f) any invalidity or unenforceability relating to or against the Borrower, any other Obligor Borrower or any other Person Loan Party for any reason of the Credit Agreement whole or any other provision of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, of the principal or the interest or any other amount payable performance by the Borrower under any Loan Documentof the Guaranteed Obligations; or
(g) any other act or omission of any kind to act or delay of any kind by the Borrower, any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 14.2, constitute a legal or equitable discharge of or defense to the obligations of the Guarantor hereunderCompany under this Section 14.
Appears in 2 contracts
Samples: Credit Agreement (Carmax Inc), Credit Agreement (Carmax Inc)
Guaranty Unconditional. The This is a guaranty of payment and not of collection, and the obligations of the Guarantor hereunder shall be are 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 other Obligor the Buyer under the Transaction Documents, the Note or any other Person under document evidencing any Loan DocumentObligation, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Credit Agreement Transaction Documents, the Note or any other Loan Documentdocument evidencing any Obligation;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor Obligation or any release of any other Person under guarantor of any Loan DocumentObligation;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective SubsidiariesBuyer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Buyer or any other Person or any of their its assets or any resulting disallowance, release or discharge of any obligation of the Borrower, the Guarantor all or any other Person contained in portion of any Loan DocumentObligation;
(ev) the existence of any claim, set-off or other rights right which the Guarantor may have at any time against the BorrowerBuyer, the Administrative Agent, any Lender Seller or any other Personcorporation or person, whether in connection herewith or any unrelated transactionstransaction; provided, provided however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, of any other Obligor or any other Person for any reason of the Credit Agreement or any other Loan DocumentObligation, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerBuyer of any Obligation;
(vii) any failure by the Seller (A) to file or enforce a claim against the Buyer or its estate (in a bankruptcy or other proceeding), (B) to give notice of the principal existence, creation or the interest or any other amount payable incurring by the Borrower Buyer of any new or additional indebtedness or obligation under or with respect to any Loan DocumentObligation, (C) to commence any action against the Buyer, (D) to disclose to the Guarantor any facts which the Seller may now or hereafter know with regard to the Buyer or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing any Obligation; or
or (gviii) any other act or omission to act or delay of any kind by the Borrower, Buyer or the Administrative Agent, Seller or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraphclause, constitute a legal or equitable discharge of or defense to the Guarantor's obligations of the Guarantor hereunder.
Appears in 2 contracts
Samples: Guaranty (Doughties Foods Inc), Guaranty (Doughties Foods Inc)
Guaranty Unconditional. The obligations of the Guarantor hereunder shall be unconditional 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 other Obligor the Borrower under the Credit Agreement or any other Person under any Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Credit 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, Borrower under the Guarantor Credit Agreement or any other Person under any Loan DocumentNote;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Borrower or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, Borrower contained in the Guarantor Credit Agreement or any other Person contained in any Loan DocumentNote;
(ev) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith herewith, with the Credit Agreement or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Borrower for any reason of the Credit Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower of the principal of or the interest on any Note or any other amount payable by the Borrower under any Loan Documentthe Credit Agreement; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor's obligations of the Guarantor hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Us West Inc), Credit Agreement (Us West Inc)
Guaranty Unconditional. The obligations of the each Guarantor hereunder shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person under any Loan Documentof the Financing Documents, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentFinancing Documents;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person Obligor under any Loan Documentof the Financing Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective SubsidiariesObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person Obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person Obligor contained in any Loan Documentof the Financing Documents;
(e) the existence of any claim, set-off or other rights which the Guarantor any Obligor may have at any time against the Borrowerany other Obligor, the Administrative Agent, any Lender Bank or any other Personcorporation or person, whether in connection herewith with any of the Financing 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person for any reason of any of the Credit Agreement or any other Loan DocumentFinancing Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other Obligor of the principal of or the interest on any Note or any other amount payable by the Borrower under any Loan Documentof the Financing Documents; or
(g) any other act or omission to act or delay of any kind by the Borrowerany Obligor, the Administrative Agent, any Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any Guarantor's obligations of the Guarantor hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder shall Guarantors under this this Guaranty shall, to the maximum extent permitted by Applicable Law, be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, shall shall, to the maximum extent permitted by Applicable Law, not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization proceeding under any Debtor Relief Law now or other similar proceeding hereafter in effect affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off setoff or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever which (other than the defense of payment) that might, but for the provisions of this paragraphSection 12.2(viii), constitute a legal or equitable discharge of or defense to the Guarantors’ obligations of the Guarantor hereunderunder this Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Guaranty Unconditional. The obligations of the Guarantor hereunder under this Guaranty shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Issuer, any Lender or any other Personcorporation or person, whether in connection herewith with any of 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any of the Loan DocumentDocuments;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Guaranteed Parties’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, the L/C Administrator, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment or performance) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of the Guarantor hereunderunder this Guaranty.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder each Account Party under this Article VII shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender Bank or any other Personcorporation or person, whether in connection herewith with any of 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;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other obligor of the principal or the interest or any other amount payable by the Borrower under any of the Loan DocumentDocuments;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Banks’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to an Account Party’s obligations of the Guarantor hereunderunder this Article VII.
Appears in 1 contract
Samples: Reimbursement Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder each Borrower under this Article 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 the other Borrower, any 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 the Credit Agreement this Agreement, any Note or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the other Borrower, the Guarantor any other Obligor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the other Borrower, the Guarantor any other Obligor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the other Borrower, the Guarantor any other Obligor or any other Person or any of their assets or any resulting release or discharge of any obligation of the other Borrower, the Guarantor any other Obligor or any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor such Borrower may have at any time against the other Borrower, any other Obligor, the Administrative Agent, 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;
(f) any invalidity or unenforceability relating to or against the other Borrower, any other Obligor or any other Person for any reason of the Credit Agreement this Agreement, any Note or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the other Borrower, any other Obligor or any other Person of the principal of or the interest on any Note or any other amount payable by the other Borrower under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the other Borrower, any other Obligor, the Administrative Agent, any other Party to any Loan Document, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to either Borrower's obligations of the Guarantor hereunderunder this Article.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder Parent Borrower under this Article XI shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(c) any release, impairment, non-perfection perfection, invalidity or invalidity impairment of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(e) the existence of any claim, set-off setoff or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender or any other Person, whether in connection herewith with any of the Credit 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the Lenders’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Parent Borrower’s obligations of the Guarantor hereunderunder this Article XI.
Appears in 1 contract
Samples: Credit Agreement (IntercontinentalExchange Group, Inc.)
Guaranty Unconditional. The obligations of the Guarantor hereunder Everest Group under this Article XII shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, the Issuing Lender, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation or the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, the Issuing Lender, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to Everest Group’s obligations of the Guarantor hereunderunder this Article XII.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder Everest Group under this Article XII shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other obligor of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, the Issuing Lender, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to Everest Group’s obligations of the Guarantor hereunderunder this Article XII.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor Company hereunder shall 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 other Obligor Credit Corporation under this Agreement or any other Person under any Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Credit 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, the Guarantor Credit Corporation under this Agreement or any other Person under any Loan DocumentNote;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective SubsidiariesCredit Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Credit Corporation or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor Credit Corporation contained in this Agreement or any other Person contained in any Loan DocumentNote;
(ev) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the BorrowerCredit Corporation, the Administrative Agent, any Lender 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Credit Corporation for any reason of the Credit this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Credit Corporation of the principal of or the interest on any Note or any other amount payable by the Borrower it under any Loan Documentthis Agreement; or
(gvii) any other act or omission to act or delay of any kind by the BorrowerCredit Corporation, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company's obligations of the Guarantor hereunder.
Appears in 1 contract
Samples: Credit Agreement (Kerr McGee Corp)
Guaranty Unconditional. The obligations of the Guarantor hereunder Orion under this Article 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 the Borrower, any 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 the Credit Agreement this Agreement, any Note 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, the Guarantor any other Obligor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor any other Obligor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor any other Obligor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor any other Obligor or any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor Borrower may have at any time against the Borrowerany other Obligor, the Administrative Agent, 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;
(f) any invalidity or unenforceability relating to or against the Borrower, Borrower or any other Obligor or any other Person for any reason of the Credit Agreement this Agreement, any Note or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other Obligor or any other Person of the principal of or the interest on any Note or any other amount payable by the Borrower under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, any other Obligor, the Administrative Agent, any other party to any Loan Document, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Borrower’s obligations of the Guarantor hereunderunder this Article.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder Everest Group under this Article XII shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, the Issuing Lender, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation or the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, the Issuing Lender, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to Everest Group’s obligations of the Guarantor hereunderunder this Article XII.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder Parent under this Article X shall 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 other Obligor PLIC or PXP under this Agreement or any other Person under any Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Credit 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, the Guarantor PLIC or PXP under this Agreement or any other Person under any Loan DocumentNote;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor PLIC or any other Person or any of their respective Subsidiaries, PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor PLIC or any other Person PXP or any of their assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor PLIC or PXP contained in this Agreement or any other Person contained in any Loan DocumentNote;
(ev) the existence of any claim, set-off or other rights right which the Guarantor Parent may have at any time against the BorrowerPLIC or PXP, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor PLIC or any other Person PXP for any reason of the Credit this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, PLIC or PXP of the principal of or the interest on any Note or any other amount payable by the Borrower PLIC or PXP under any Loan Documentthis Agreement; or
(gvii) any other act or omission to act or delay of any kind by the BorrowerPLIC or PXP, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of PLIC or defense to obligations PXP or of the Guarantor Parent's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the each Guarantor hereunder under this Section 8 shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any Loan Documentthis Agreement, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit Agreement or any other Loan Documentthis Agreement;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person under any Loan Documentobligor hereunder;
(d) any release, termination or modification of any obligation of any other guarantor, surety or indemnitor for the obligations of the Borrower hereunder;
(e) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person contained in any Loan Documentobligor herein;
(ef) the existence of any claim, set-off or other rights which the Guarantor right that any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith with this Agreement or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fg) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of the Credit Agreement or any other Loan Documentthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany amount payable hereunder;
(h) any law, regulation or order of the principal or the interest any jurisdiction, or any other amount payable by event, affecting any term of any obligation hereunder or the Borrower under any Loan DocumentBank’s rights with respect thereto; or
(gi) any other act or omission to act or delay of any kind by the Borrowerany other obligor, the Administrative Agent, Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations of the Guarantor hereunderunder this Section 8.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder Parent Borrower under this Article XI shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(c) any release, impairment, non-perfection perfection, invalidity or invalidity impairment of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(e) the existence of any claim, set-off setoff or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Primary Administrative Agent, the Backup Administrative Agent, any Lender or any other Person, whether in connection herewith with any of the Credit 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the Lenders’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Primary Administrative Agent, the Backup Administrative Agent, any Lender or any other Person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Parent Borrower’s obligations of the Guarantor hereunderunder this Article XI.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder Everest Group under this Article XII shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, the L/C Agent, any Issuing Lender, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation or the Lenders' rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, the L/C Issuer, any Issuing Lender, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to Everest Group's obligations of the Guarantor hereunder.under this Article XII. 8470562v6 24740.00061
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder each Borrower under this Article 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 the other Borrower, any 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 the Credit Agreement this Agreement, any Note or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the other Borrower, the Guarantor any other Obligor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the other Borrower, the Guarantor any other Obligor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the other Borrower, the Guarantor any other Obligor or any other Person or any of their assets or any resulting release or discharge of any obligation of the other Borrower, the Guarantor any other Obligor or any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor such Borrower may have at any time against the other Borrower, any other Obligor, the Administrative Agent, 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;
(f) any invalidity or unenforceability relating to or against the other Borrower, any other Obligor or any other Person for any reason of the Credit Agreement this Agreement, any Note or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the other Borrower, any other Obligor or any other Person of the principal of or the interest on any Note or any other amount payable by the other Borrower under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the other Borrower, any other Obligor, the Administrative Agent, any other party to any Loan Document, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to either Borrower's obligations of the Guarantor hereunderunder this Article.
Appears in 1 contract
Guaranty Unconditional. The obligations of Guarantor under this Guaranty shall, to the Guarantor hereunder shall maximum extent permitted by applicable law, be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, shall shall, to the maximum extent permitted by applicable law, not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of of, or supplement to to, any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security (including the Collateral) for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off setoff or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation or the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, any Credit Party, Guarantor or a surety or guarantor generally, other than the occurrence of or defense to obligations all of the Guarantor hereunderfollowing: (1) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations not then due and payable), (2) the termination of the Commitments under the Credit Agreement, and (3) the termination or expiration of all Letters of Credit (unless the outstanding Letters of Credit have been Cash Collateralized in accordance with Section 3.9(a) of the Credit Agreement, without giving effect to subpart (z) thereof, and the Administrative Agent shall be satisfied that all periods during which such Cash Collateral (or any portion thereof) could be avoided, voided or otherwise invalidated under all Debtor Relief Laws applicable thereto have expired without the presentment or filing of any petition, the entry or issuance of any show-cause order or any other initiation of any proceeding or case, in each case under such Debtor Relief Laws) (the events in clauses (1), (2) and (3) above, collectively, the “Termination Requirements”).
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor under this Article IX shall be construed as a continuing, absolute, unconditional and irrevocable guaranty of payment and shall remain in full force and effect until all the Guaranteed Obligations have been indefeasibly paid in full in cash and all Commitments shall have permanently terminated. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document under which they arise, 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 Agent or any of the Lenders with respect thereto. The liability of the Guarantors hereunder shall be absolute, irrevocable and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byirrespective of:
(a) any extensionlack of validity, renewallegality or enforceability of this Agreement, settlementthe Notes, compromise, waiver or release in respect of any obligation of any other Obligor Rate Protection Agreement with a Lender or any other Person under Loan Document or any Loan Document, by operation of law other agreement or otherwiseinstrument relating to any thereof;
(b) any modification change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any compromise, renewal, extension, acceleration or release with respect thereto, or any other amendment or waiver of or supplement any consent to departure from this Agreement, the Credit Notes, any Rate Protection Agreement with a Lender or any other Loan Document;
(c) any addition, exchange, release, impairment, impairment or non-perfection or invalidity of any direct collateral, or indirect security any release or amendment or waiver of or consent to departure from any other guaranty, for all or any obligation of the Borrower, the Guarantor or any other Person under any Loan DocumentGuaranteed Obligations;
(d) any change in the corporate existence, structure or ownership failure of the Borrower, the Guarantor Agent or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person contained in any Loan Document;Lender
(ei) the existence of to assert any claim, set-off claim or other rights which the Guarantor may have at demand or to enforce any time against the Borrower, the Administrative Agent, any Lender right 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 invalidity or unenforceability relating to or remedy against the Borrower, any other Obligor or any other Person for (including any reason other guarantor) under the provisions of this Agreement, any Note, any Rate Protection Agreement with a Lender or any other Loan Document or otherwise, or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Credit Guaranteed Obligations;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of this Agreement, any Note, any Rate Protection Agreement with a Lender or any other Loan Document;
(f) any defense, set-off or counter-claim which may at any provision of applicable law time be available to or regulation purporting to prohibit the payment be asserted by the Borrower, of the principal or the interest Borrower or any other amount payable by Obligor against the Borrower under Agent or any Loan Document; orLender;
(g) any other act reduction, limitation, impairment or omission termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to act (and each Guarantor hereby waives any right to or delay claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any kind by the Borrowerinvalidity, the Administrative Agentillegality, any other Person nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, the Guaranteed Obligations or otherwise; or
(h) any other circumstance whatsoever which mightmight otherwise constitute a defense available to, but for the provisions of this paragraph, constitute or a legal or equitable discharge of of, the Borrower, any other Obligor or defense to obligations of the Guarantor hereunderany surety or guarantor.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Key Components Finance Corp)
Guaranty Unconditional. The obligations of the Guarantor hereunder Guarantors under this Article XII shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off setoff or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraphSection 12.2(viii), constitute a legal or equitable discharge of or defense to the Guarantors’ obligations of the Guarantor hereunderunder this Article XII.
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Guaranty Unconditional. The obligations of the each Guarantor hereunder under this Guaranty shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any collateral) in respect of any obligation of any other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection herewith with any of 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any of the Loan DocumentDocuments;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation or the Guaranteed Parties’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, the L/C Issuer, any other Lender or any Person or any other circumstance whatsoever (other than the defense of payment or performance) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations of the Guarantor hereunderunder this Guaranty.
Appears in 1 contract
Guaranty Unconditional. The obligations of the each Guarantor hereunder under this ARTICLE XI shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto;
(viii) the addition or release of any Guarantor hereunder or the taking, acceptance or release of other guarantees of the Obligations; or
(gix) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations of the Guarantor hereunderunder this ARTICLE XI.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings, AG)
Guaranty Unconditional. The obligations of the Guarantor hereunder shall be unconditional 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 other Obligor or any other Person Loan Party under any Loan Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Credit Agreement or any other Loan Document;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person Loan Party under any Loan Document;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person Loan Party or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person Loan Party contained in any Loan Document;
(ev) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrowerany other Loan Party, the Administrative Agent, 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Loan Party for any reason of the Credit Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any other Loan Party of the principal of or the interest on any Loan or any other amount payable by it under the Borrower under any Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrowerany other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor's obligations of the Guarantor hereunder.
Appears in 1 contract
Samples: Credit Agreement (Qwest Communications International Inc)
Guaranty Unconditional. The obligations of the each Guarantor hereunder under this ARTICLE XII shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, the L/C Agent, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto;
(viii) the addition or release of any Guarantor hereunder or the taking, acceptance or release of other guarantees of the Obligations; or
(gix) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations of the Guarantor hereunderunder this ARTICLE XII.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings, AG)
Guaranty Unconditional. The obligations of the Guarantor hereunder shall 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 other Obligor the Company 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 the Credit 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 the Borrower, the Guarantor Company or any other Person under any Loan Document;
; (d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor Company or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Company or any other Person or any of their assets or any resulting release or discharge of any obligation (including any of the Borrower, Obligations) of the Guarantor Company or any other Person contained in under any Loan Document;
; (e) the existence of any claim, set-off off, defense, counterclaim, withholding or other rights which right that the Guarantor or the Company may have at any time against the Borrower, any Person (including the Administrative Agent, any Lender or any other Personthe Lenders and the Issuing 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 avoidance, subordination, invalidity or unenforceability relating to or against the Borrower, any other Obligor Company or any other Person for any reason of the Credit Agreement any Obligation or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by the Borrower, of the principal or the interest Company or any other amount payable by Person, or the Borrower Company denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Obligation or provision of any Loan Document; or
(g) any failure of the Administrative Agent, any Lender or any Issuing Lender to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or to assert any breach of or default under any Loan Document or any breach of the Obligations; or (h) any other act or omission to act or delay of any kind by the Borrower, the Administrative AgentCompany, any other Person party to any Loan Document or any other Person, or any other circumstance whatsoever which that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of or defense to obligations any obligation of the Guarantor hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Guaranty Unconditional. The obligations of the Guarantor Company hereunder shall be unconditional unconditional, irrevocable 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 other Obligor Borrower or any other Person under any Loan Document, Document or by operation of law or otherwiseotherwise (except to the extent the foregoing expressly releases the Company’s obligations under this Article 11);
(b) any modification or amendment of or supplement to the Credit Agreement any Loan Document (other than any modification, amendment or any other Loan Documentsupplement of this Article 11 effected in accordance with Section 12.02);
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor any Borrower or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor any Borrower or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor any Borrower or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor any Borrower or any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the any other Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or with any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower, any other Obligor Borrower or any other Person for any reason of the Credit Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any Borrower of the principal of or the interest on any Loan or any other amount payable by the Borrower it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the any Borrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company’s obligations hereunder (in each case other than payment in full of the Guarantor obligations guaranteed hereunder).
Appears in 1 contract
Samples: Credit Agreement (Cummins Inc)
Guaranty Unconditional. The obligations of the each Guarantor hereunder under this Article 9 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:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor the Borrower under this Agreement or any other Person under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit 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 the Borrower, the Guarantor Borrower under this Agreement or any other Person under any Loan Document;
(d) any change in the corporate organizational existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Borrower or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor Borrower contained in this Agreement or any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the such Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender 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, any other Obligor or any other Person Borrower for any reason of the Credit this Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the Borrowing by the Borrower or the payment by the Borrower, Borrower of the principal of or interest on the interest Loans or any other amount payable by the Borrower it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphclause (g), constitute a legal or equitable discharge of or defense to such Guarantor’s obligations of the Guarantor hereunder.
Appears in 1 contract
Samples: Senior Unsecured Bridge Credit Agreement (Eaton Corp)
Guaranty Unconditional. The obligations of the Guarantor hereunder Sonus Corp. under this Article 8 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 other Obligor or any other Person the Borrower under any Loan Document, Document by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit 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 guarantee or other liability of any third party, for any obligation of the Borrower, the Guarantor or any other Person Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor Sonus Corp. may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith with this Agreement or any other Loan Document or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Borrower for any reason of the Credit Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower of the principal of or interest on the interest Note or any other amount payable by the Borrower it under this Agreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the obligations of the Guarantor hereunderSonus Corp. under this Article 8.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder Guarantors under this Article XII shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations of the Guarantor hereunderunder this Article XII.
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder under this Guaranty shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any of the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any of the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any L/C Issuer, any Lender or any other Personcorporation or person, whether in connection herewith with any of 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law Law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any of the Loan DocumentDocuments;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any L/C Issuer, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of the Guarantor hereunderunder this Guaranty.
Appears in 1 contract
Samples: Guaranty Agreement (Tower Group International, Ltd.)
Guaranty Unconditional. The obligations of the Guarantor hereunder Guarantors under this Article XII shall be unconditional unconditional, absolute and absolute irrevocable 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 (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, the Fronting Bank, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, the Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantors’ obligations of the Guarantor hereunderunder this Article XII.
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder shall Guarantors under this Article XII shall, to the maximum extent permitted by applicable law, be unconditional unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, shall shall, to the maximum extent permitted by applicable law, not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any Collateral) in respect of any obligation of any other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off setoff or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraphSection 12.2(viii), constitute a legal or equitable discharge of or defense to the Guarantors’ obligations of the Guarantor hereunderunder this Article XII.
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder under this Article XI shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, the L/C Agent, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of the Guarantor hereunderunder this Article XI.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person the Borrower under any Loan Documentof the Financing Documents, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentFinancing Documents;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person Borrower under any Loan Documentof the Financing Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor Borrower or any other Person or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person Borrower contained in any Loan Documentof the Financing Documents;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender Bank or any other Personcorporation or person, whether in connection herewith with any of the Financing 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person Borrower for any reason of any of the Credit Agreement or any other Loan DocumentFinancing Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower of the principal of or the interest on any Note or any other amount payable by the Borrower under any Loan Documentof the Financing Documents; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor's obligations of the Guarantor hereunder.
Appears in 1 contract
Samples: Term Loan Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder Parent under this Article XI shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(c) any release, impairment, non-perfection perfection, invalidity or invalidity impairment of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit 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 invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the Lenders’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Parent’s obligations of the Guarantor hereunderunder this Article XI.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder under this Article XII shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any of the Credit Agreement or any other Loan DocumentDocuments;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, the L/C Agent, any Fronting Bank, any Lender or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any obligation of the Lenders’ rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Fronting Bank, any Lender or any other Person corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of the Guarantor hereunderunder this Article XII.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder Parent Borrower under this Article XI shall be unconditional unconditional, absolute and absolute irrevocable 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 other Obligor or any other Person obligor under any Loan Documentof the Credit Documents or Hedge Agreements with any Hedge Party, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Credit Agreement Documents or Hedge Agreements with any other Loan DocumentHedge Party;
(c) any release, impairment, non-perfection perfection, invalidity or invalidity impairment of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person obligor under any Loan Documentof the Credit Documents or Hedge Agreements with any Hedge Party;
(d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiariesobligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person obligor or any of their its assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person obligor contained in any Loan Documentof the Credit Documents or Hedge Agreements with any Hedge Party;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender or any other Person, whether in connection herewith with any of the Credit Documents or Hedge Agreements with any Hedge Party or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person obligor for any reason of any of the Credit Agreement or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany other obligor of principal, of the principal or the interest or any other amount payable by the Borrower under any Loan Documentof the Credit Documents or Hedge Agreements with any Hedge Party;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the Lenders’ rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Parent Borrower’s obligations of the Guarantor hereunderunder this Article XI.
Appears in 1 contract
Samples: Credit Agreement (IntercontinentalExchange Group, Inc.)
