Guaranty Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by 12.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Security, by operation of law or otherwise; 12.2.2 any modification or amendment of or supplement to the Indenture or any Security; 12.2.3 any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Security; 12.2.4 the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 12.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or 12.2.6 any other act or omission to act or delay of any kind by the Company, the Trustee 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.
Appears in 10 contracts
Sources: Indenture (Vale Overseas LTD), Indenture (Vale Overseas LTD), Indenture (Vale Overseas LTD)
Guaranty Unconditional. The obligations of the Guarantor Company hereunder are unconditional shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note;
(iv) any change in the corporate existence, structure or ownership of the CompanyBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Borrower or its assets or any resulting release or discharge of any obligation of the Company Borrower contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the CompanyBorrower, the Trustee Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company Borrower for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower of the principal of or interest on any Security Note or any other amount payable by the Company it under the Indenturethis Agreement; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the CompanyBorrower, the Trustee 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 such Guarantor’s the Company's obligations hereunder.
Appears in 10 contracts
Sources: Credit Agreement (Us West Inc), Credit Agreement (Us West Inc), Credit Agreement (U S West Inc /De/)
Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the this Indenture or any SecurityNote;
12.2.3 (iii) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote;
12.2.4 (iv) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (v) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or
12.2.6 (vi) any other act or omission to act or delay of any kind by the Company, the Trustee 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.
Appears in 7 contracts
Sources: Indenture (Latam Airlines Group S.A.), Indenture (Cosan Ltd.), Indenture (Cosan Ltd.)
Guaranty Unconditional. The obligations of the Guarantor Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Co-Borrower under the Indenture or any SecurityLoan Document, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any change in the corporate existence, structure or ownership of the CompanyCo-Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Co-Borrower or its assets or any resulting release or discharge of any obligation of the Company Co-Borrower contained in the Indenture or any SecurityLoan Document;
12.2.4 (d) the existence of any claim, set-set off or other rights which the Guarantor Company may have at any time against the CompanyCo-Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (e) any invalidity or unenforceability relating to or against the Company Co-Borrower for any reason of the Indenture or any SecurityLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Co-Borrower of the principal of or interest on any Security Loan or any other amount payable by the Company it under the Indenturethis Agreement; or
12.2.6 (f) any other act or omission to act or delay of any kind by the CompanyCo-Borrower, the Trustee 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 Guarantorthe Company’s obligations hereunder.
Appears in 5 contracts
Sources: Credit Agreement (LyondellBasell Industries N.V.), Credit Agreement (LyondellBasell Industries N.V.), Credit Agreement (LyondellBasell Industries N.V.)
Guaranty Unconditional. The obligations of the each Guarantor with respect to its Guarantied Obligations hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any Borrower under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any change in the corporate existence, structure or ownership of the Companyany Borrower, or any insolvency, bankruptcy, examination (in the case of an Irish Borrower only), reorganization or other similar proceeding affecting the Company any Borrower or its assets or any resulting release or discharge of any obligation of the Company any Borrower contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (d) the existence of any claim, set-off or other rights which the such Guarantor may have at any time against the Companyany Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (e) any invalidity or unenforceability relating to or against the Company any Borrower for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any Borrower of the principal of or interest on any Security Note or any other amount payable by the Company it under the Indenturethis Agreement; or
12.2.6 (f) any other act or omission to act or delay of any kind by the Companyany Borrower, the Trustee 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 hereunderhereunder (other than payment in full of the Guarantied Obligations).
Appears in 5 contracts
Sources: 364 Day Credit Agreement (Linde PLC), 364 Day Credit Agreement (Linde PLC), 364 Day Credit Agreement (Linde PLC)
Guaranty Unconditional. The obligations of the Guarantor hereunder are Borrower Guarantors under the Borrower Guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by
12.2.1 , except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Security, Loan under this Agreement or any Loan Document by operation of law Law or otherwise;
12.2.2 ; (ii) any modification or amendment of or supplement to the Indenture this Agreement or any Security;
12.2.3 Loan Document; (iii) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, of the Obligations of any Borrower or its Subsidiary with respect to which the Borrower Guaranty relates; (iv) any change in the corporate existence, structure structure, or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any Borrower Guarantor or its assets or any resulting release or discharge of any obligation of the Company Obligations of the Borrower Guarantors contained in the Indenture this Agreement or any Security;
12.2.4 Loan Document; (v) the existence of any claim, set-off or other rights which the any Borrower Guarantor may have at any time against the Company, the Trustee any Lender or any other Person, whether or not arising in connection with the Indenture this Agreement or any unrelated transactionsLoan Document, provided provided, however, that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 ; (vi) any invalidity or unenforceability relating to or against the Company any Borrower or its Subsidiary for any reason of the Indenture this Agreement or any Security, Loan Document or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Borrower under this Agreement or any other amount payable Loan Document; or (vii) to the extent permitted by the Company under the Indenture; or
12.2.6 applicable Law, any other act or omission to act or delay of any kind by the Companya Borrower, a Borrower Guarantor, the Trustee 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 such Guarantor’s obligations hereunderthe Borrower Guaranteed Obligations under this Section 14.
Appears in 4 contracts
Sources: Restructure Agreement (Peak Resorts Inc), Master Credit and Security Agreement (Peak Resorts Inc), Credit and Security Agreement (Peak Resorts Inc)
Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the this Indenture or any SecurityNote;
12.2.3 (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote;
12.2.4 (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (e) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or
12.2.6 (f) any other act or omission to act or delay of any kind by the Company, the Trustee 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.
Appears in 4 contracts
Sources: Indenture (Molson Coors Brewing Co), Indenture (Molson Coors Brewing Co), Indenture (Century California, LLC)
Guaranty Unconditional. The obligations of the Guarantor hereunder are unconditional each Account Party under this Article VII shall be unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor under any of the Company under the Indenture or any SecurityLoan Documents, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to any of the Indenture or any SecurityLoan Documents;
12.2.3 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Loan Documents;
(iv) any change in the corporate existence, structure or ownership of the Companyany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other obligor or its assets or any resulting release or discharge of any obligation of the Company any other obligor contained in any of the Indenture or any SecurityLoan Documents;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Companyany other obligor, the Trustee Administrative Agent, any Bank or any other Personcorporation or person, whether in connection with any of the Indenture Loan Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company any other obligor for any reason of any of the Indenture or any SecurityLoan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other obligor of the principal of or interest on any Security or any other amount payable by under any of the Company under the IndentureLoan Documents; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the Companyany obligor, the Trustee 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 such Guarantor’s an Account Party's obligations hereunderunder this Article VII.
Appears in 4 contracts
Sources: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the each Subsidiary Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the this Indenture or any SecurityNote, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the this Indenture or any SecurityNote;
12.2.3 (iii) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the this Indenture or any SecurityNote;
12.2.4 (iv) the existence of any claim, set-off or other rights which the Subsidiary Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (v) any invalidity or unenforceability relating to or against the Company for any reason of the this Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the this Indenture; or
12.2.6 (vi) any other act or omission to act or delay of any kind by the Company, the Trustee 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 Subsidiary Guarantor’s obligations hereunder.
Appears in 3 contracts
Sources: Indenture (Kodiak Oil & Gas Corp), Indenture (Kodiak Oil & Gas Corp), Indenture (Kodiak Oil & Gas Corp)
Guaranty Unconditional. The obligations of the Guarantor Company hereunder are unconditional shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Capital Funding under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of Capital Funding under this Agreement or any Note;
(iv) any change in the corporate existence, structure or ownership of the Company, Capital Funding or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Capital Funding or its assets or any resulting release or discharge of any obligation of the Company Capital Funding contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the CompanyCapital Funding, the Trustee Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company Capital Funding for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Capital Funding of the principal of or interest on any Security Note or any other amount payable by the Company it under the Indenturethis Agreement; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the CompanyCapital Funding, the Trustee 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 such Guarantor’s the Company's obligations hereunder.
Appears in 3 contracts
Sources: Credit Agreement (U S West Inc /De/), Credit Agreement (Qwest Communications International Inc), Credit Agreement (U S West Communications Inc)
Guaranty Unconditional. The Subject to Section 9.05, the joint and several obligations of the each Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will each Guarantor shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any other Borrower under the Indenture or any SecurityFinancing Document, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture or any SecurityFinancing Document;
12.2.3 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other Borrower under any Financing Document;
(iv) any change in the corporate existence, structure or ownership of the Company, any other Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other Borrower or its assets or any resulting release or discharge of any obligation of the Company any other Borrower contained in the Indenture or any SecurityFinancing Document;
12.2.4 (v) the existence of any claim, defense, set-off or other rights which the such Guarantor may have at any time against the Companyany other Borrower, the Trustee any Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or
12.2.6 (vi) any other act or omission to act or delay of any kind by the Companyany other Borrower, the Trustee any 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 such Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Sources: Credit and Reimbursement Agreement (Orbital Sciences Corp /De/), Credit and Reimbursement Agreement (Orbital Sciences Corp /De/)
Guaranty Unconditional. The obligations of each Guarantor as a guarantor under this Section 12 and with respect to the Guarantor hereunder are Operative Documents shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Guarantor under the Indenture this Agreement or any Security, other Operative Document or by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any Securityother Operative Document;
12.2.3 (c) any change in the corporate existence, structure or ownership of the Companyof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company Company, any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Guarantor contained in the Indenture or any SecurityOperative Document;
12.2.4 (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyAgent, the Trustee any holder of any Note or any other Person, whether or not arising in connection with the Indenture herewith;
(e) any failure to assert, or any unrelated transactionsassertion of, provided that nothing herein prevents any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion Company, any other Guarantor or any other Person or Property;
(f) any application of any such claim sums by separate suit whomsoever paid or compulsory counterclaimhowsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid;
12.2.5 (g) any invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of the Indenture this Agreement or of any Security, other Operative Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Guarantor of the principal of or interest on any Security Note or any other amount payable by the Company them under the IndentureOperative Documents; or
12.2.6 (h) any other act or omission to act or delay of any kind by the CompanyAgent, the Trustee 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 such Guarantor’s the obligations hereunderof the Guarantors under the Operative Documents.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Morton Industrial Group Inc), Note and Warrant Purchase Agreement (Morton Industrial Group Inc)
Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by
12.2.1 (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityNote, by operation of law or otherwise;
12.2.2 (2) any modification or amendment of or supplement to the Indenture or any SecurityNote;
12.2.3 (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityNote;
12.2.4 (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security Note or any other amount payable by the Company under the Indenture; or
12.2.6 (6) any other act or omission to act or delay of any kind by the Company, the Trustee 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.
Appears in 2 contracts
Sources: Indenture (Harbinger Group Inc.), Indenture (Harbinger Group Inc.)
Guaranty Unconditional. The obligations of the Guarantor hereunder are unconditional shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any other Loan Party under the Indenture or any SecurityLoan Document, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture or any SecurityLoan Document;
12.2.3 (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other Loan Party under any Loan Document;
(iv) any change in the corporate existence, structure or ownership of the Company, any other Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other Loan Party or any of its assets or any resulting release or discharge of any obligation of the Company any other Loan Party contained in the Indenture or any SecurityLoan Document;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Companyany other Loan Party, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company any other Loan Party for any reason of the Indenture or any SecurityLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other Loan Party of the principal of or interest on any Security Loan or any other amount payable by the Company it under the IndentureLoan Document; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the Companyany other Loan Party, the Trustee 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 such the Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Qwest Communications International Inc), Credit Agreement (Qwest Communications International Inc)
Guaranty Unconditional. The obligations of the Guarantor hereunder are unconditional each Borrower under this Article VII shall be unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor under any of the Company under the Indenture or any SecurityLoan Documents, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to any of the Indenture or any SecurityLoan Documents;
12.2.3 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Loan Documents;
(iv) any change in the corporate existence, structure or ownership of the Companyany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other obligor or its assets or any resulting release or discharge of any obligation of the Company any other obligor contained in any of the Indenture or any SecurityLoan Documents;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Companyany other obligor, the Trustee Administrative Agent, any Lender or any other Personcorporation or person, whether in connection with any of the Indenture Loan Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company any other obligor for any reason of any of the Indenture or any SecurityLoan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other obligor of the principal of or interest on any Security Note or any other amount payable by under any of the Company under the IndentureLoan Documents; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the Companyany obligor, the Trustee 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 such Guarantor’s a Borrower's obligations hereunderunder this Article VII.
Appears in 2 contracts
Sources: Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional under this Article VII shall be unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor under any of the Company under the Indenture or any SecurityLoan Documents, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to any of the Indenture or any SecurityLoan Documents;
12.2.3 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Loan Documents;
(iv) any change in the corporate existence, structure or ownership of the Companyany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other obligor or its assets or any resulting release or discharge of any obligation of the Company any other obligor contained in any of the Indenture or any SecurityLoan Documents;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Companyany other obligor, the Trustee Administrative Agent, any Lender or any other Personcorporation or person, whether in connection with any of the Indenture Loan Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company any other obligor for any reason of any of the Indenture or any SecurityLoan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other obligor of the principal of or interest on any Security Note or any other amount payable by under any of the Company under the IndentureLoan Documents; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the Companyany obligor, the Trustee 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 such a Guarantor’s 's obligations hereunderunder this Article VII.
Appears in 2 contracts
Sources: Credit Agreement (Ace LTD), 364 Day Credit Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder are Parent under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company PLIC or PXP under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of PLIC or PXP under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Company, PLIC or PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company PLIC or its PXP or their assets or any resulting release or discharge of any obligation of the Company PLIC or PXP contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (e) the existence of any claim, set-off or other rights right which the Guarantor Parent may have at any time against the CompanyPLIC or PXP, the Trustee Administrative Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company PLIC or PXP for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company PLIC or PXP of the principal of or interest on any Security Note or any other amount payable by the Company PLIC or PXP under the Indenturethis Agreement; or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyPLIC or PXP, the Trustee 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 such Guarantor’s PXP or of the Parent's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder are under the Parent Guaranty shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Issuer under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization reorganization, "concordata" or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyIssuer, the Trustee any Agent, any Purchaser or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company Issuer for any reason of the Indenture this Agreement or any SecurityNote or any other Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Issuer of the principal of or interest on any Security Note or any other amount payable by the Company it under the Indenturethis Agreement; or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee any Agent, any Purchaser or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 9.02, constitute a legal or equitable discharge of or defense to such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Sources: Note Purchase Facility Agreement (Tele Norte Leste Participacoes Sa)
Guaranty Unconditional. The obligations of the Guarantor hereunder are Parent under this Article VIII shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company PLIC under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of PLIC under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Company, PLIC or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company PLIC or its their assets or any resulting release or discharge of any obligation of the Company PLIC contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (e) the existence of any claim, set-off or other rights right which the Guarantor Parent may have at any time against the CompanyPLIC, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company PLIC for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company PLIC of the principal of or interest on any Security Loan or any other amount payable by the Company PLIC under the Indenturethis Agreement; or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyPLIC, the Trustee 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 PLIC or defense to such Guarantorof the Parent’s obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 10.07, the obligations of the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note;
(iv) any change in the corporate existence, structure or ownership of the CompanyBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Borrower or its assets or any resulting release or discharge of any obligation of the Company Borrower contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyBorrower, the Trustee any Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company Borrower for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower of the principal of or interest on any Security Note or any other amount payable by the Company Borrower under the Indenturethis Agreement; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the CompanyBorrower, the Trustee any 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 such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the each Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any Borrower under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any Note;
(iv) any change in the corporate existence, structure or ownership of the Companyany Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any Borrower or its assets or any resulting release or discharge of any obligation of the Company any Borrower contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (v) the existence of any claim, set-off or other rights which the either Guarantor may have at any time against the Companyany Borrower, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company any Borrower for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any Borrower of the principal of or interest on any Security Note or any other amount payable by the Company any Borrower under the Indenturethis Agreement; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the Companyany Borrower, the Trustee 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 the Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by
12.2.1 : (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 ; (ii) any modification or amendment of or supplement to the Indenture this Agreement or any Security;
12.2.3 Note; (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note; (iv) any change in the corporate existence, structure or ownership of the CompanyBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Borrower or its assets or any resulting release or discharge of any obligation of the Company Borrower contained in the Indenture this Agreement or any Security;
12.2.4 Note; (v) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyBorrower, the Trustee Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 ; (vi) any invalidity or unenforceability relating to or against the Company Borrower for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower of the principal of or interest on any Security Note or any other amount payable by the Company it under the Indenturethis Agreement; or
12.2.6 or (vii) any other act or omission to act or delay of any kind by the CompanyBorrower, the Trustee 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 such the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor Company hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Credit Corporation under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of Credit Corporation under this Agreement or any Note;
(iv) any change in the corporate existence, structure or ownership of the CompanyCredit Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Credit Corporation or its assets or any resulting release or discharge of any obligation of the Company Credit Corporation contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the CompanyCredit Corporation, the Trustee Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company Credit Corporation for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Credit Corporation of the principal of or interest on any Security Note or any other amount payable by the Company it under the Indenturethis Agreement; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the CompanyCredit Corporation, the Trustee 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 such Guarantor’s the Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Kerr McGee Corp)
Guaranty Unconditional. The obligations of the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company DNAP under the Indenture this Agreement or any SecurityTranche C Note, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of Company under this Agreement or any Tranche C Note;
(d) any change in the corporate existence, structure or ownership of the CompanyDNAP, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company DNAP or its assets or any resulting release or discharge of any obligation of the Company DNAP contained in the Indenture this Agreement or any SecurityTranche C Note;
12.2.4 (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the CompanyDNAP, the Trustee any Agent, any Holder or any other Person, whether in connection with the Indenture this Agreement or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company DNAP for any reason of the Indenture this Agreement or any SecurityTranche C Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company DNAP of the principal of or interest on any Security Tranche C Note or any other amount payable by the Company DNAP under the Indenturethis Agreement; or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyDNAP, the Trustee any Agent, any Holder 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 the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder are Company under this ---------------------- Section 14 shall be absolute, unconditional and absolute irrevocable and, without ---------- limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company UR Canada under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of UR Canada under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Company, UR Canada or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company UR Canada or its UR Canada's assets or any resulting release or discharge of any obligation of the Company UR Canada contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (e) the existence of any claim, set-off or other rights right which the Guarantor Company may have at any time against the CompanyUR Canada, the Trustee either Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of -------- any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company UR Canada for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company UR Canada of the principal of or interest on any Security Note or any other amount payable by the Company UR Canada under the Indenturethis Agreement; or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyUR Canada, the Trustee either 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 such Guarantor’s the Company's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Guaranty Unconditional. The obligations of the Guarantor Guarantors hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Seller under the Indenture or any Securitythis Agreement, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to this Agreement, provided that any such modification which increases the Indenture or any Securityobligations of the Guarantors hereunder shall not be effective as to the Guarantors without their consent;
12.2.3 (c) any change in the corporate existence, structure or ownership of the CompanySeller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Seller or its assets or any resulting release or discharge of any obligation of the Company Seller contained in the Indenture or any Securitythis Agreement;
12.2.4 (d) the existence of any claim, set-off or other rights which the Guarantor Guarantors may have at any time against the Seller, the Company, the Trustee Buyer or any other Personperson, whether in connection with the Indenture this Agreement or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (e) any invalidity or unenforceability relating to or against the Company Seller for any reason of the Indenture or any Securitythis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; orregulation;
12.2.6 (f) any other act or omission to act or delay of any kind by the Company, the Trustee Seller or any other Person person or any other circumstance whatsoever which might, but for the provisions of this paragraphsection, constitute a legal or equitable discharge of or defense to such Guarantor’s the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the each Guarantor hereunder are under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation obligation(s) of the Company a Borrower under the Indenture or any SecurityRelevant Credit Agreement and/or any Commitment(s) under this Agreement, by operation of law or otherwise;,
12.2.2 (b) any modification modification, assumption or amendment of or supplement to the Indenture this Agreement or any Security;other Credit Document,
12.2.3 (c) any change in the corporate existence, structure or ownership of the Companyany Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation event of the Company contained type described in the Indenture Section 6.5 or Section 6.6 with respect to any Security;Person,
12.2.4 (d) the existence of any claim, set-off or other rights which the that either Guarantor may have at any time against the Companyany Borrower, the Trustee other Guarantor, the Sole Lead Arranger, the Administrative Agent, any Lender or any other Person, whether in connection herewith or with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;,
12.2.5 (e) any invalidity or unenforceability relating to or against the Company other Guarantor or any Borrower for any reason of the Indenture or any Security, Credit Document or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by the Company of the principal of or interest on any Security other Guarantor or any other amount payable by the Company Borrower of any of its obligations under the Indenture; Credit Documents, or
12.2.6 (f) any other act or omission to act or delay of any kind by the Companyother Guarantor, any Borrower, the Trustee Sole Lead Arranger, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the obligations of either Guarantor or defense to such Guarantor’s obligations hereunderany Borrower under the Credit Documents.
Appears in 1 contract
Sources: Backstop Loan Facility Agreement (Votorantim Cimentos S.A.)
Guaranty Unconditional. The obligations of the Guarantor hereunder are under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Company, Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (e) the existence of any claim, set-off or other rights right which the Guarantor may have at any time against the Company, the Trustee Administrative Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or
12.2.6 (g) any other act or omission to act or delay of any kind by the Company, the Trustee 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 the Company or defense to such Guarantor’s the Guarantor obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor Parent Guarantors hereunder are unconditional shall be continuing unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the CompanyBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Borrower or its assets or any resulting release or discharge of any obligation of the Company Borrower contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (e) the existence of any claim, set-off or other rights which the any Parent Guarantor may have at any time against the Company, the Trustee Borrower or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company Borrower for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower of the principal of or interest on any Security Note or any other amount payable by the Company Borrower under the Indenturethis Agreement; or
12.2.6 (g) any other act or omission to act or delay of any kind by the Company, the Trustee Borrower 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 the Parent Guarantors' obligations hereunder.
Appears in 1 contract
Sources: Term Credit Agreement (Motient Corp)
Guaranty Unconditional. The obligations of the Parent Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Borrower under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote; 66
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any Note;
12.2.3 (d) any change in the corporate existence, structure or ownership of the CompanyBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Borrower or its assets or any resulting release or discharge of any obligation of the Company Borrower contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (e) the existence of any claim, set-off or other rights which the Parent Guarantor may have at any time against the CompanyBorrower, the Trustee either Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company Borrower for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower of the principal of or interest on any Security Note or any other amount payable by the Company Borrower under the Indenturethis Agreement; or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyBorrower, the Trustee either 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 such the Parent Guarantor’s 's obligations hereunder.
Appears in 1 contract
Sources: Revolving Credit Agreement (American Mobile Satellite Corp)
Guaranty Unconditional. The obligations of the Guarantor hereunder are unconditional shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any other Loan Party under the Indenture or any SecurityLoan Document, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture or any SecurityLoan Document;
12.2.3 (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other Loan Party under any Loan Document;
(iv) any change in the corporate existence, structure or ownership of the Company, any other Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other Loan Party or any of its assets or any resulting release or discharge of any obligation of the Company any other Loan Party contained in the Indenture or any SecurityLoan Document;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Companyany other Loan Party, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company any other Loan Party for any reason of the Indenture or any SecurityLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other Loan Party of the principal of or interest on any Security Loan or any other amount payable by the Company it under the IndentureLoan Document; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the Companyany other Loan Party, the Trustee 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 the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Qwest Communications International Inc)
Guaranty Unconditional. The obligations of the Guarantor hereunder are MSC under this Article IX shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any SecurityGuaranteed Obligation, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture or any SecurityLoan Document;
12.2.3 (c) any modification, amendment, waiver, release, nonperfection or invalidity of any direct or indirect security, or of any Guarantee or other liability of any third party, for any Guaranteed Obligation;
(d) any change in the corporate existence, structure or ownership of the CompanyBorrower or any other Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Borrower or any other Loan Party or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityGuaranteed Obligation;
12.2.4 (e) the existence of any claim, set-off setoff or other rights right which the Guarantor MSC may have at any time against the CompanyBorrower, the Trustee Agent, any Bank or any other Person, whether or not arising in connection with the Indenture or any unrelated transactions, Loan Documents; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company Borrower or any other Loan Party for any reason of the Indenture whole or any Securityprovision of any Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment or performance by the Company Borrower of the principal of or interest on any Security or any other amount payable by the Company under the IndentureGuaranteed Obligations; or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyBorrower, any other Loan Party, the Trustee Agent, any Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 9.2, constitute a legal or equitable discharge of or defense to such Guarantor’s the obligations hereunderof MSC under this Article IX.
Appears in 1 contract
Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional shall be unconditional, absolute and absolute irrevocable and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other obligor under any of the Company under the Indenture or any SecurityLoan Documents, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to any of the Indenture or any SecurityLoan Documents;
12.2.3 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other obligor under any of the Loan Documents;
(iv) any change in the corporate existence, structure or ownership of the Companyany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other obligor or its assets or any resulting release or discharge of any obligation of the Company any other obligor contained in any of the Indenture or any SecurityLoan Documents;
12.2.4 (v) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Companyany other obligor, the Trustee Administrative Agent, any Lender or any other Personcorporation or person, whether in connection with any of the Indenture Loan Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company any other obligor for any reason of any of the Indenture or any SecurityLoan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other obligor of the principal of or interest on any Security Note or any other amount payable by under any of the Company under the IndentureLoan Documents; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the Companyany obligor, the Trustee 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 such a Guarantor’s 's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Ace LTD)
Guaranty Unconditional. The obligations of the Guarantor hereunder are under this Article XI shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation obligation(s) of the Company Borrower or the Importer under the Indenture or Loan Documents and/or any SecurityCommitment(s) under the Loan Documents, by operation of law or otherwise;,
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any Security;other Loan Document,
12.2.3 (c) any release or impairment of any Rights,
(d) any change in the corporate existence, structure or ownership of the CompanyBorrower, the Importer, or any insolvencyother Person, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation event of the Company contained type described in the Indenture Section 9.1(e), (f) or (g) with respect to any Security;Person,
12.2.4 (e) the existence of any claim, set-off or other rights which that the Guarantor may have at any time against the CompanyBorrower, or the Trustee Importer, either Agent, any other Lender Party or any other Person, whether in connection herewith or with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;,
12.2.5 (f) any invalidity or unenforceability relating to or against the Company Borrower, or the Importer, for any reason of the Indenture or any SecurityLoan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment performance by the Company Borrower, or the Importer of the principal any of or interest on any Security or any other amount payable by the Company their respective obligations under the Indenture; Loan Documents, or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyBorrower, or the Trustee Importer, either Agent, any other Lender Party or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the obligations of the Borrower or defense to such Guarantor’s obligations hereunderthe Importer under the Loan Documents.
Appears in 1 contract
Sources: Export Prepayment Facility Agreement (Votorantim Pulp & Paper Inc)
Guaranty Unconditional. The obligations of each of the Guarantor Guarantors hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (A) any extension, renewal, settlement, indulgence, compromise, waiver or release in of or with respect of to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Company under the Indenture or Guaranteed Obligations, whether (in any Security, such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations;
12.2.2 (B) any modification or amendment of or supplement to the Indenture Credit Agreement, any Swap Agreement, any Banking Services Agreement or any Securityother Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby;
12.2.3 (C) any change in release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guaranties with respect to the corporate existence, structure Guaranteed Obligations or ownership of the Companyany part thereof, or any insolvency, bankruptcy, reorganization other obligation of any person or other similar proceeding affecting entity with respect to the Company or its assets Guaranteed Obligations or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Security;
12.2.4 the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Securitypart thereof, or any provision of applicable law nonperfection or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or
12.2.6 any other act or omission to act or delay invalidity of any kind by the Company, the Trustee direct or any other Person or any other circumstance whatsoever which might, but indirect security for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.Guaranteed Obligations;
Appears in 1 contract
Sources: Credit Agreement (Acuity Brands Inc)
Guaranty Unconditional. The obligations of the Guarantor hereunder are Parent under this Article VIII shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company PLIC or PXP under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of PLIC or PXP under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Company, PLIC or PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company PLIC or its PXP or their assets or any resulting release or discharge of any obligation of the Company PLIC or PXP contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (e) the existence of any claim, set-off or other rights right which the Guarantor Parent may have at any time against the CompanyPLIC or PXP, the Trustee Administrative Agent, any Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company PLIC or PXP for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company PLIC or PXP of the principal of or interest on any Security Loan or any other amount payable by the Company PLIC or PXP under the Indenturethis Agreement; or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyPLIC or PXP, the Trustee 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 PLIC or defense to such Guarantor’s PXP or of the Parent's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the each Guarantor hereunder are unconditional shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company any other Loan Party under the Indenture or any SecurityLoan Document, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture or any SecurityLoan Document;
12.2.3 (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other Loan Party under any Loan Document;
(iv) any change in the corporate existence, structure or ownership of the Company, any other Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any other Loan Party or any of its assets or any resulting release or discharge of any obligation of the Company any other Loan Party contained in the Indenture or any SecurityLoan Document;
12.2.4 (v) the existence of any claim, set-off or other rights which the such Guarantor may have at any time against the Companyany other Loan Party, the Trustee Agent, any Lender or any other Person, whether in connection with the Indenture herewith or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company any other Loan Party for any reason of the Indenture or any SecurityLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any other Loan Party of the principal of or interest on any Security Note or any other amount payable by the Company it under the IndentureLoan Document; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the Companyany other Loan Party, the Trustee 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 's obligations hereunder.
Appears in 1 contract
Sources: Term Loan Agreement (Qwest Communications International Inc)
Guaranty Unconditional. The obligations of the Guarantor hereunder are Parent under this Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company PLIC or PXP under the Indenture this Agreement or any SecurityNote, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture this Agreement or any SecurityNote;
12.2.3 (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of PLIC or PXP under this Agreement or any Note;
(iv) any change in the corporate existence, structure or ownership of the Company, PLIC or PXP or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company PLIC or its PXP or their assets or any resulting release or discharge of any obligation of the Company PLIC or PXP contained in the Indenture this Agreement or any SecurityNote;
12.2.4 (v) the existence of any claim, set-off or other rights right which the Guarantor Parent may have at any time against the CompanyPLIC or PXP, the Trustee Administrative Agent, any Bank or any other Person, whether in connection with the Indenture herewith or any unrelated transactionstransaction, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company PLIC or PXP for any reason of the Indenture this Agreement or any SecurityNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Company PLIC or PXP of the principal of or interest on any Security Note or any other amount payable by the Company PLIC or PXP under the Indenturethis Agreement; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the CompanyPLIC or PXP, the Trustee 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 such Guarantor’s PXP or of the Parent's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by
12.2.1 : (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 the Company under the Indenture or any Securityother Person under any Loan Document, by operation of law or otherwise;
12.2.2 ; (b) any modification modification, extension, renewal or amendment of or supplement to the Indenture any Loan Document or any Security;
12.2.3 of the Obligations or any execution or delivery of any additional Loan Documents; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Person under any Loan Document; (d) any change in the corporate existence, structure or ownership of the CompanyCompany or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its any other Person or any of their assets or any resulting release or discharge of any obligation (including any of the Obligations) of the Company contained in the Indenture or any Security;
12.2.4 other Person 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 any Person (including the CompanyAdministrative Agent, the Trustee or any other PersonLenders and the Issuing Lenders), whether in connection with the Indenture Loan Documents or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim or defense by separate suit or compulsory counterclaim;
12.2.5 ; (f) any avoidance, subordination, invalidity or unenforceability relating to or against the Company or any other Person for any reason of the Indenture any Obligation or any SecurityLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or
12.2.6 any other act or omission to act or delay of any kind by the Company, the Trustee 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.any
Appears in 1 contract
Sources: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)