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 or comply with any term of any Penn West Lender Document; (k) to the extent as may be waived under applicable Law, the benefit of all principles or provisions of Law, statutory or otherwise, which may be in conflict with the terms hereof; or (l) any other circumstance which might otherwise constitute in whole or in part a defence available to, or a discharge of any Other Penn West Party, the Guarantor, or any other Person in respect of the Guaranteed Obligations or the other obligations of the Guarantor hereunder. Without limiting the generality of the foregoing, the Guarantor agrees that repeated and successive demands may be made and recoveries and judgements may be had hereunder as and when, from time to time, any Other Penn West Party shall default under or fail to comply with the terms of any Penn West Lender Document and that notwithstanding the recovery or judgement hereunder for or in respect of any given default or failure to so comply by any Other Penn West Party under such Penn West Lender Document, this Agreement shall remain in force and effect and shall apply to each and every subsequent default. If (i) an Acceleration Event shall at any time have occurred and be continuing, and (ii) the exercise of any right or remedy, or any consequences thereof, provided in any Penn West Lender Document, as the case may be, shall at any time be prevented by reason of the pendency against any Other Penn West Party of a Proceeding, the Guarantor agrees that, solely for purposes of this Agreement and its obligations hereunder, such Penn West Lender Document shall be deemed to have been declared in default and all amounts thereunder shall be deemed to be due and payable, with all the attendant consequences as provided in the such agreement as if declaration of an Acceleration Event and the consequence thereof had been accomplished in accordance with the terms thereof, and the Guarantor shall forthwith pay and perform the Guaranteed Obligations.
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Liability Absolute. The guarantee subordination in this Agreement shall be a continuing guarantee subordination and the liability of the Guarantor Subordinated Harvest Party 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 Harvest Lender Obligation, security, Person or otherwise;
(b) any amalgamation, merger, consolidation or reorganization of any Other Penn West Harvest Party, the Guarantor Subordinated Harvest Party or any continuation of any Other Penn West Harvest Party or the Guarantor Subordinated Harvest Party 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 Harvest Party or the GuarantorSubordinated Harvest Party, 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 Harvest Party or the Guarantor Subordinated Harvest Party becomes the property of any other Person;
(d) any lack of validity, enforceability or value of any Penn West Harvest 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 Harvest Lender Document or any amendment or waiver thereof, or any consent to departure from any Penn West Harvest 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 Harvest 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 Harvest Party or the GuarantorSubordinated Harvest Party;
(h) the bankruptcy, insolvency, liquidation or dissolution of any Other Penn West Harvest Party, the Guarantor Subordinated Harvest Party 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 Harvest Lender Document;
(j) any failure, omission or delay on the part of any Person to conform or comply with any term of any Penn West Harvest Lender Document;
(k) to the extent as may be waived under applicable Law, the benefit of all principles or provisions of Law, statutory or otherwise, which may be in conflict with the terms hereof; or
(l) any other circumstance which might otherwise constitute in whole or in part a defence available to, or a discharge of any Other Penn West Harvest Party, the GuarantorSubordinated Harvest Party, or any other Person in respect of the Guaranteed Harvest Lender Obligations, the Subordinated Obligations or the other obligations of the Guarantor Subordinated Harvest Party hereunder. Without limiting the generality of the foregoing, the Guarantor Subordinated Harvest Party agrees that repeated and successive demands may be made and recoveries and judgements may be had hereunder as and when, from time to time, any Other Penn West Harvest Party shall default under or fail to comply with the terms of any Penn West Harvest Lender Document and that notwithstanding the recovery or judgement hereunder for or in respect of any given default or failure to so comply by any Other Penn West Harvest Party under such Penn West Harvest Lender Document, this Agreement shall remain in force and effect and shall apply to each and every subsequent default. If (i) an Acceleration Event shall at any time have occurred and be continuing, and (ii) the exercise of any right or remedy, or any consequences thereof, provided in any Penn West Harvest Lender Document, as the case may be, shall at any time be prevented by reason of the pendency against any Other Penn West Harvest Party of a Proceeding, the Guarantor Subordinated Harvest Party agrees that, solely for purposes of this Agreement and its obligations hereunder, such Penn West Harvest Lender Document shall be deemed to have been declared in default and all amounts thereunder shall be deemed to be due and payable, with all the attendant consequences as provided in the such agreement as if declaration of an Acceleration Event and the consequence thereof had been accomplished in accordance with the terms thereof, and the Guarantor shall forthwith pay and perform the Guaranteed Obligations.
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Liability Absolute. The guarantee in this This Agreement shall be a continuing guarantee and subordination agreement 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 Partythe Borrower, the Fund, the Guarantor or any other Restricted Subsidiary or any continuation of any Other Penn West Party or the Borrower, the Fund, the Guarantor or any other Restricted Subsidiary from the Laws statute or laws under which it now or hereafter exists to another statute or other Laws laws whether under the Laws laws of the same jurisdiction or another jurisdiction;
(cb) any change in the name, business, objects, capital structure, ownership, constating documents, by-laws, declarations of trust, partnership agreements or resolutionsresolutions of the Borrower, as applicablethe Fund, of any Other Penn West Party other Restricted Subsidiary 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 the Borrower, the Fund, any Other Penn West Party Restricted Subsidiary or the Guarantor becomes the property of any other Person;
(dc) any lack of validity, enforceability or value of any Penn West Lender Credit Document or any other agreement or instrument relating thereto or to any Security Interest therefor;
(ed) any change in the time, manner or place of payment of, or in any other term of any Penn West Lender Credit Document or any amendment or waiver thereof, or any consent to departure from any Penn West Lender Credit Document;
(fe) 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 Credit Document;
(gf) 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 the Borrower, the Fund, any Other Penn West Party other Restricted Subsidiary or the Guarantor;
(hg) the bankruptcy, insolvency, liquidation or dissolution of any Other Penn West Partythe Borrower, the Guarantor Fund, any other Restricted Subsidiary or the Guarantor, or any other Person Person, and the occurrence of any other proceeding as a result of such bankruptcy or insolvency;
(ih) 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 Credit Document;
(ji) any failure, omission or delay on the part of any Person to conform or comply with any term of any Penn West Lender Credit Document;
(kj) to the extent as may be waived under applicable Lawlaw, the benefit of all principles or provisions of Lawlaw, statutory or otherwise, which may be in conflict with the terms hereof; or
(lk) any other circumstance which might otherwise constitute in whole or in part a defence available to, or a discharge of any Other Penn West Partyof, the Guarantor, the Borrower, the Fund, any other Restricted Subsidiary or any other Person in respect of the Guaranteed Obligations or the other obligations of the Guarantor hereunder. Without limiting the generality of the foregoing, the Guarantor agrees that repeated and successive demands may be made and recoveries and judgements may be had hereunder as and when, from time to time, any Other Penn West Party the Borrower shall default under or fail to comply with the terms of any Penn West Lender Credit Document and that notwithstanding the recovery or judgement hereunder for or in respect of any given default or failure to so comply by any Other Penn West Party the Borrower under such Penn West Lender Credit Document, this Agreement shall remain in force and effect and shall apply to each and every subsequent default. If (i) an Acceleration Event of Default shall at any time have occurred and be continuing, continuing and (ii) the exercise of any right or remedysuch exercise, or any consequences thereof, thereof provided in any Penn West Lender Credit Document, as the case may be, shall at any time be prevented by reason of the pendency against any Other Penn West Party the Borrower of a Proceeding, the Guarantor agrees that, solely for purposes of this Agreement and its obligations hereunder, such Penn West Lender Credit Document shall be deemed to have been declared in default and all amounts thereunder shall be deemed to be due and payable, with all the attendant consequences as provided in the such agreement as and if declaration of an Acceleration Event of Default and the consequence thereof had been accomplished in accordance with the terms thereof, and the Guarantor shall forthwith pay and perform the Guaranteed Obligations.
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Liability Absolute. The guarantee subordination in this Agreement shall be a continuing guarantee subordination and the liability of the Guarantor Subordinated Affiliate 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 Harvest Lender Obligation, security, Person or otherwise;
(b) any amalgamation, merger, consolidation or reorganization of any Other Penn West Harvest Party, the Guarantor Subordinated Affiliate or any continuation of any Other Penn West Harvest Party or the Guarantor Subordinated Affiliate 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 Harvest Party or the GuarantorSubordinated Affiliate, 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 Harvest Party or the Guarantor Subordinated Affiliate becomes the property of any other Person;
(d) any lack of validity, enforceability or value of any Penn West Harvest 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 Harvest Lender Document or any amendment or waiver thereof, or any consent to departure from any Penn West Harvest 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 Harvest 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 Harvest Party or the GuarantorSubordinated Affiliate;
(h) the bankruptcy, insolvency, liquidation or dissolution of any Other Penn West Harvest Party, the Guarantor Subordinated Affiliate 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 Harvest Lender Document;
(j) any failure, omission or delay on the part of any Person to conform or comply with any term of any Penn West Harvest Lender Document;
(k) to the extent as may be waived under applicable Law, the benefit of all principles or provisions of Law, statutory or otherwise, which may be in conflict with the terms hereof; or
(l) any other circumstance which might otherwise constitute in whole or in part a defence available to, or a discharge of any Other Penn West Harvest Party, the GuarantorSubordinated Affiliate, or any other Person in respect of the Guaranteed Harvest Lender Obligations, the Subordinated Obligations or the other obligations of the Guarantor Subordinated Affiliate hereunder. Without limiting the generality of the foregoing, the Guarantor Subordinated Affiliate agrees that repeated and successive demands may be made and recoveries and judgements may be had hereunder as and when, from time to time, any Other Penn West Harvest Party shall default under or fail to comply with the terms of any Penn West Harvest Lender Document and that notwithstanding the recovery or judgement hereunder for or in respect of any given default or failure to so comply by any Other Penn West Harvest Party under such Penn West Harvest Lender Document, this Agreement shall remain in force and effect and shall apply to each and every subsequent default. If (i) an Acceleration Event shall at any time have occurred and be continuing, and (ii) the exercise of any right or remedy, or any consequences thereof, provided in any Penn West Harvest Lender Document, as the case may be, shall at any time be prevented by reason of the pendency against any Other Penn West Harvest Party of a Proceeding, the Guarantor Subordinated Affiliate agrees that, solely for purposes of this Agreement and its obligations hereunder, such Penn West Harvest Lender Document shall be deemed to have been declared in default and all amounts thereunder shall be deemed to be due and payable, with all the attendant consequences as provided in the such agreement as if declaration of an Acceleration Event and the consequence thereof had been accomplished in accordance with the terms thereof, and the Guarantor shall forthwith pay and perform the Guaranteed Obligations.
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