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.
Appears in 12 contracts
Samples: Guarantee (Brookfield Infrastructure Partners L.P.), Guarantee (Brookfield Infrastructure Partners L.P.), Guarantee (Brookfield Infrastructure Partners L.P.)
Liability Absolute. The liability of the Guarantors Guarantor 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 Issuerthe Borrower, a the Guarantor or a the Trustee, or any continuation of an Issuerthe Borrower, a the Guarantor or a the 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 Issuerthe Borrower, a the Guarantor or a the 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 Issuerthe Borrower, a the Guarantor or a the Trustee becomes the property of any other Person;
4.1.3 any Proceedings of or affecting an Issuerthe Borrower, a the Guarantor, a the Trustee or any other Person, and any court orders made or action taken by an Issuerthe Borrower, a the Guarantor, a the 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 TrusteesTrustee;
4.1.4 any defence, counterclaim or right of set-off available to an Issuerthe Borrower; 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 the Guarantor, an Issuer the Borrower or any other Person in respect of the Guaranteed Obligations or the liability of a the Guarantor.
Appears in 9 contracts
Samples: Guarantee (Brookfield Renewable Corp), Guarantee (Brookfield Renewable Partners L.P.), Guarantee (Brookfield Renewable Partners L.P.)
Liability Absolute. The liability of the Guarantors Guarantor 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 the Guarantor or a Trustee, or any continuation of an Issuer, a the 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 the 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 the Guarantor or a Trustee becomes the property of any other Person;
4.1.3 any Proceedings of or affecting an Issuer, a the Guarantor, a Trustee or any other Person, and any court orders made or action taken by an Issuer, a the 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 the Guarantor, an Issuer or any other Person in respect of the Guaranteed Obligations or the liability of a the Guarantor.
Appears in 3 contracts
Samples: Guarantee (Brookfield Infrastructure Corp), Guarantee (Brookfield Infrastructure Partners L.P.), Guarantee (Brookfield Infrastructure Partners L.P.)
Liability Absolute. The liability of the Guarantors Guarantor hereunder shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by:
4.1.1 6.2.1 any amalgamation, merger, consolidation or reorganization of an Issuerthe Purchaser, a the Guarantor or a Trusteethe Seller, or any continuation of an Issuerthe Purchaser, a Guarantor or a Trustee the Guarantor, the Seller from the statute under which it now or hereafter exists to another statute, statute whether under the laws of the same jurisdiction or another jurisdiction;
4.1.2 6.2.2 any change in the name, business, objects, capital structure, ownership, constating documents, by-laws or resolutions of an Issuerthe Purchaser, a Guarantor or a Trusteethe Guarantor, the Seller, 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 Issuerthe Purchaser, a Guarantor or a Trustee the Guarantor, the Seller becomes the property of any other Person;
4.1.3 6.2.3 if applicable, any change in the membership of the Purchaser or the Guarantor due to the removal or introduction of one or more partners;
6.2.4 any Proceedings of or affecting an Issuer, a Guarantor, a Trustee the Purchaser or any other Person, the Guarantor and any court orders made or action taken by an Issuer, a Guarantor, a Trustee the Purchaser or any other Person the Guarantor 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 Guarantor6.3.
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Liability Absolute. The liability of the Guarantors Guarantor hereunder shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by:
4.1.1 6.2.1. any amalgamation, merger, consolidation or reorganization of an Issuerthe Company, a Guarantor the Guarantor, the Trustee or a Trustee, any Holder or any continuation of an Issuerthe Company, a Guarantor the Guarantor, the Trustee or a Trustee any Holder from the statute under which it now or hereafter exists to another statute, statute whether under the laws of the same jurisdiction or another jurisdiction;
4.1.2 6.2.2. any change in the name, business, objects, capital structure, ownership, constating documents, by-laws or resolutions of an Issuerthe Company, a Guarantor the Guarantor, the Trustee or a Trusteeany Holder, 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 Issuerthe Company, a Guarantor the Guarantor, the Trustee or a Trustee any Holder becomes the property of any other Person;
4.1.3 6.2.3. any Proceedings of or affecting an Issuerthe Company, a the Guarantor, a Trustee the Trustee, any Holder or any other Person, Person and any court orders made or action taken by an Issuerthe Company, a the Guarantor, a Trustee the Trustee, any Holder 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 sections 6.3.
1.1 to 6.3.1.8 occurring with or without the consent of the Trustee or TrusteesTrustee;
4.1.4 6.2.4. the current existence or subsequent occurrence of an Indemnifiable Circumstance;
6.2.5. any defence, counterclaim or right of set-off available to an Issuerthe Company;
6.2.6. the fact that the Company ceases to be liable for any reason whatsoever to the Trustee or the Holders in respect of all or any part of the Guaranteed Obligations (otherwise than by reason of the payment of those Guaranteed Obligations to the Trustee or the Holders) or the fact that a court determines that the liability of the Company to the Trustee or the Holders in respect of all or any part of the Guaranteed Obligations has been satisfied or is deemed to have been satisfied (except in circumstances where payment of those Guaranteed Obligations has been received by the Trustee or the Holders); and
4.1.5 6.2.7. any other circumstance which might otherwise constitute in whole or in part a defence available to, or a discharge of, a the Guarantor, an Issuer the Company or any other Person in respect of the Guaranteed Obligations or the liability of a Guarantorthe Guarantor (otherwise than by reason of the payment of those Guaranteed Obligations to the Trustee or the Holders).
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