Liability Absolute. The liability of the Guarantors hereunder shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by:
4.1.1 any amalgamation, merger, consolidation or reorganization of an Issuer, a Guarantor or a Trustee, or any continuation of an Issuer, a Guarantor or a Trustee from the statute under which it now or hereafter exists to another statute, whether under the laws of the same jurisdiction or another jurisdiction;
4.1.2 any change in the name, business, objects, capital structure, ownership, constating documents, by-laws or resolutions of an Issuer, a Guarantor or a Trustee, including without limitation any transaction (whether by way of transfer, sale or otherwise) whereby all or any part of the undertaking, property and assets of an Issuer, a Guarantor or a Trustee becomes the property of any other Person;
4.1.3 any Proceedings of or affecting an Issuer, a Guarantor, a Trustee or any other Person, and any court orders made or action taken by an Issuer, a Guarantor, a Trustee or any other Person under or in connection with those Proceedings, whether or not those Proceedings or orders or that action results in any of the matters described in Section 4.2 occurring with or without the consent of the Trustee or Trustees;
4.1.4 any defence, counterclaim or right of set-off available to an Issuer; and
4.1.5 any other circumstance which might otherwise constitute in whole or in part a defence available to, or a discharge of, a Guarantor, an Issuer or any other Person in respect of the Guaranteed Obligations or the liability of a Guarantor.
Liability Absolute. The obligations of the Company, WFS, WII and the Trust hereunder shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances:
(a) any lack of validity or enforceability of the Policies or all or any provision of this Agreement or of any of the other Transaction Agreements;
(b) any amendment or waiver of or any consent to departure from all or any provision of this Agreement or of any other Transaction Agreement;
(c) the existence of any claim, setoff, defense, reduction, abatement or other right which either Western Entity may have at any time against Financial Security or any other Person;
(d) any statement, instrument of assignment or any other document presented to Financial Security in connection with the Policies proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;
(e) payment by Financial Security under the Policies against presentation of a certificate or other document which does not comply with the terms of the Policies, provided that such payment shall not have been the result of the gross negligence or willful misconduct of Financial Security;
(f) any nonapplication or misapplication by the Indenture Trustee, the Owner Trustee, or any paying agent of the proceeds of the demand for payment under the Policies;
(g) the failure of the Company or, indirectly, WFS, to receive the proceeds of the sale of the Notes or the Certificates; or
(h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such circumstance or happening shall not have been the result of the gross negligence or willful misconduct of Financial Security.
Liability Absolute. The liability of each Guarantor under the Guaranty shall be absolute, unlimited and unconditional and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any claim, defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any other Obligation or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired, released, limited or otherwise affected by:
(i) any change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or performance of, release, renewal or alteration of, or any new agreements relating to any Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, or any rescission of, or amendment, waiver or other modification of, or any consent to departure from, this Agreement or any other Note Document, including any increase in the Obligations resulting from the extension of additional credit to the Borrower or otherwise;
(ii) any sale, exchange, release, surrender, loss, abandonment, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Obligations, and/or any offset there against, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any such Lien, or any amendment or waiver of or consent to departure from any other guaranty for all or any of the Obligations;
(iii) the failure of Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Note Party or any other Person under the provisions of this Agreement or any Note Document or any other document or instrument executed and delivered in connection herewith or therewith;
(iv) any settlement or compromise of any Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any obligation (whether due or not) of any Note Party to creditors of any Note Party other than any other Note Party;
(v) any manner of appli...
Liability Absolute. 42 Section 3.08. Liability of Financial Security.................................. 43 Section 3.09. Payment of Costs, Fees and Expenses.............................. 43 Section 3.10.
Liability Absolute. Without limiting the generality of the foregoing, the liability of the Guarantor will not be released, discharged, diminished, limited or otherwise affected by: (i) any change in the name, existence, structure, powers, business, constitution, objects, capital, constating documents, by-laws, control or ownership of the Debtor, the Guarantor or any other person, or (ii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor, it being the intention of the Debtor and the Guarantor that the Guarantor’s obligations hereunder shall not be discharged except by (a) the Guarantor’s or Debtor’s performance of such obligations, and then only to the extent of such performance, or (b) any other termination of such obligations, and then only to the extent of such termination.
Liability Absolute. This Agreement shall be a continuing guarantee and subordination agreement and the liability of the Guarantors hereunder shall be absolute, unconditional and irrevocable and shall not be discharged, diminished or in any way affected by:
(a) any amalgamation, merger, consolidation or reorganization of the Company, any Guarantor or any other Restricted Subsidiary or any continuation of the Company, any Guarantor or any other Restricted Subsidiary from the statute under which it now or hereafter exists to another statute whether under the laws of the same jurisdiction or another jurisdiction;
(b) any change in the name, business, objects, capital structure, ownership, constating documents, by-laws, declarations of trust, partnership agreements or resolutions of the Company, any other Restricted Subsidiary or any Guarantor, as the case may be, including without limitation any transaction (whether by way of transfer, sale or otherwise) whereby all or any part of the undertaking, property and assets of the Company, any other Restricted Subsidiary or any Guarantor becomes the property of any other Person;
(c) any lack of validity, enforceability or value of any Note Document or any other agreement or instrument relating thereto or to any Security Interest therefor;
Liability Absolute. 42 Section 3.08. Liability of Financial Security................................................. 43 Section 3.09. Payment of Costs, Fees and Expenses............................................. 43 Section 3.10.
Liability Absolute. The liability of the Guarantor shall be absolute and unconditional irrespective of:
(a) the invalidity, unenforceability or illegality, in whole or in part, of any agreements, instruments or other documents held by the Creditor to create, represent or evidence any Guaranteed Obligations;
(b) any defence, counterclaim or right of set-off available to the Purchaser, save and except for such right or rights of set-off available to the Purchaser as specifically provided for in the Promissory Note;
(c) any change in the name, objects, capital, constating documents or by-laws of the Purchaser;
(d) any amalgamation, merger or re-organization of the Purchaser or, if a partnership, of the partnership, including, without limitation, by reason of the death, retirement or admission for membership of any partners (in which case this Agreement shall apply to the corporation or partnership, as the case may be, resulting or continuing therefrom); or
(e) any other circumstance which might otherwise constitute, in whole or in part, a defence available to, or a discharge of, the Guarantor, the Purchaser or any other persons, firms or corporations in respect of the Guaranteed Obligations or the liability of the Guarantor.
Liability Absolute. The guarantee in this Agreement shall be a continuing guarantee and the liability of the Guarantor hereunder shall be absolute, unconditional and irrevocable and shall not be discharged, diminished or in any way affected by:
(a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Guaranteed Obligation, security, Person or otherwise;
(b) any amalgamation, merger, consolidation or reorganization of any Other Penn West Party, the Guarantor or any continuation of any Other Penn West Party or the Guarantor from the Laws under which it now or hereafter exists to other Laws whether under the Laws of the same jurisdiction or another jurisdiction;
(c) any change in the name, business, objects, capital structure, ownership, constating documents, by-laws, declarations of trust, partnership agreements or resolutions, as applicable, of any Other Penn West Party or the Guarantor, as the case may be, including without limitation any transaction (whether by way of transfer, sale or otherwise) whereby all or any part of the undertaking, property and assets of any Other Penn West Party or the Guarantor becomes the property of any other Person;
(d) any lack of validity, enforceability or value of any Penn West Lender Document or any other agreement or instrument relating thereto or to any Security Interest therefor;
(e) any change in the time, manner or place of payment of, or in any other term of any Penn West Lender Document or any amendment or waiver thereof, or any consent to departure from any Penn West Lender Document;
(f) any taking, exchange, release or non-perfection of any Security Interest, or any release or amendment or waiver of or consent to departure from any other guarantee for any Penn West Lender Document;
(g) any manner of application of any Security Interest or proceeds of realization thereof, or any manner of sale or other disposition of any collateral or any other assets of any Other Penn West Party or the Guarantor;
(h) the bankruptcy, insolvency, liquidation or dissolution of any Other Penn West Party, the Guarantor or any other Person and the occurrence of any other proceeding as a result of such bankruptcy or insolvency;
(i) any amendment or modification of or supplement to or other change (including any change in commitment amounts, outstanding indebtedness or pricing) in any Penn West Lender Document;
(j) any failure, omission or delay on the part of any Person to conform ...
Liability Absolute. Lyric shall have the right to assert any defenses to enforcement of the Obligations that would be available to Franchisees, other than defenses based on bankruptcy or insolvency laws. However, except for the preceding sentence, Lyric's liability for payment and performance of the Obligations shall be absolute and unconditional; and Lyric unconditionally and irrevocably waives each and every defense which, under principles of guaranty or suretyship law, would otherwise operate to impair or diminish such liability; and nothing except actual full payment and performance to Franchisor of the Obligations shall operate to discharge Lyric's liability under this Article 29. Without limiting the foregoing, Franchisor shall have the right, from time to time and without notice, to: (a) extend any credit to any Franchisee, (b) accept any collateral, security or guarantee for any Obligations or any other credit, (c) determine how, when and what application of payments, credits and collections, if any, shall be made on the Obligations and any other credit and accept partial payments, (d) determine what (if anything) shall be done with respect to any collateral or security, (e) subordinate, sell, transfer, surrender, release or otherwise dispose of any such collateral or security, and purchase or otherwise acquire any such collateral or security at foreclosure or otherwise, and (f) with or without consideration grant, permit or enter into any waiver, amendment, extension, modification, refinancing, indulgence, compromise, settlement, subordination, discharge or release of any of the Obligations.
