Liability of Subsidiary Guarantors. The liability of each Subsidiary Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows: (a) Such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Borrower or any other Person; (b) this Guaranty is a guarantee of payment when due and not merely of collectibility; (c) [Reserved]; (d) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (e) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events: (i) any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person; (ii) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents; (iii) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof); (iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations; (v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents; (vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations; (vii) any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party or any other Person; (viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations; and (ix) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to any Guaranteed Party.
Appears in 3 contracts
Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)
Liability of Subsidiary Guarantors. The liability of each Subsidiary Guarantor under this Guaranty shall Section 10.15 will be irrevocable, absolute, independent and unconditional, and shall will not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall will be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall will not be contingent upon Administrative Agent’s or any Guaranteed Lending Party’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Administrative Agent and Lending Parties may enforce this Section 10.15 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Administrative Agent and Lending Parties, on the one hand, and the Borrowers or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall will remain in full force and effect without regard to, and shall will not be impaired or affected by, nor shall will such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to proceeding under any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonBankruptcy Law;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party the Borrowers or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of lawapplicable Law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor the Borrowers or any other Subsidiary Guarantor or other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, the Borrowers or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of Administrative Agent’s or any Guaranteed Lending Party’s interests in and rights under this Guaranty Agreement (including this Section 10.15) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, any such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) Administrative Agent’s or any Guaranteed Lending Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Administrative Agent’s or any Lending Party’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) Administrative Agent’s or any Guaranteed Lending Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrowers to Administrative Agent or any Borrower to any Guaranteed Lending Party.
Appears in 3 contracts
Samples: Credit Agreement (Ch2m Hill Companies LTD), Credit Agreement (Ch2m Hill Companies LTD), Credit Agreement (Ch2m Hill Companies LTD)
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 10.14 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon Administrative Agent’s or any Guaranteed Lending Party’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Administrative Agent and Lending Parties may enforce this Section 10.14 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Administrative Agent and Lending Parties, on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to proceeding under any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonBankruptcy Law;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor Company or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of Administrative Agent’s or any Guaranteed Lending Party’s interests in and rights under this Guaranty Agreement (including this Section 10.14) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) Administrative Agent’s or any Guaranteed Lending Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Administrative Agent’s or any Lending Party’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) Administrative Agent’s or any Guaranteed Lending Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to Administrative Agent or any Guaranteed Lending Party.
Appears in 2 contracts
Samples: Credit Agreement (Ciber Inc), Credit Agreement (Titan Machinery Inc.)
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 11 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(a) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed Partythe Lender’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(b) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibilitycollectability;
(c) [Reserved]the Lender may enforce this Section 11 upon the occurrence of an Event of Default notwithstanding the existence of any dispute between the Lender, on the one hand, and any Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(d) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(i) any proceeding under any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonProceeding;
(ii) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Borrower, such Borrower or any Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and rights under this Guaranty Agreement (including this Section 11) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Partythe Lender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(vii) the Lender’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viii) any Guaranteed Partythe Lender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ix) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtednessIndebtedness, obligations or liabilities of any Borrower to any Guaranteed Partythe Lender.
Appears in 2 contracts
Samples: Loan and Security Agreement (Amyris, Inc.), Loan and Security Agreement (Amyris, Inc.)
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 12 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed PartyAgent’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibilitycollectability;
(ciii) [Reserved]Lender may enforce this Section 12 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Agent and Lender, on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any proceeding under any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of Borrower or any Borrower, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyAgent and Lender’s interests in and rights under this Guaranty Agreement (including this Section 12) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) Agent or any Guaranteed PartyLender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Agent or any Lender’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) Agent or any Guaranteed PartyLender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to Agent or any Guaranteed PartyLender.
Appears in 1 contract
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 11.19 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed PartyAgent’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Agent may enforce this Section 11.19 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Agent, on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any proceeding under any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of Borrower or any Borrower, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyAgent or Lender’s interests in and rights under this Guaranty Agreement (including this Section 11.19) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed PartyAgent or Lender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Agent or Lender’s exercise or non exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) any Guaranteed PartyAgent or Lender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to any Guaranteed PartyAgent or Lender.
Appears in 1 contract
Liability of Subsidiary Guarantors. The liability of each Subsidiary Guarantor under this Guaranty shall be Guarantors agree that their obligations hereunder are irrevocable, absolute, independent and unconditional, unconditional and shall not be affected by any circumstance which might constitute constitutes a legal or equitable discharge of a guarantor or surety or guarantor other than the indefeasible payment and performance in full of the Guarantied Obligations, the termination of the Commitments, and the expiration or cancellation of all Guaranteed ObligationsLetters of Credit. In furtherance of the foregoing and without limiting the generality thereof, each the Subsidiary Guarantor agrees Guarantors agree as follows:
(a) Such This Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Borrower or any other Person;
(b) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;.
(b) Administrative Agent may enforce this Subsidiary Guaranty upon the occurrence of an Event of Default under the Credit Agreement notwithstanding the existence of any dispute between Banks and Borrower with respect to the existence of such Event of Default.
(c) [Reserved];The obligations of the Subsidiary Guarantors hereunder are independent of the obligations of Borrower under the Loan Documents and the obligations of any other guarantor of the obligations of Borrower under the Loan Documents, and a separate action or actions may be brought and prosecuted against the Subsidiary Guarantors whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions.
(d) such Subsidiary Guarantor’s Guarantors payment of a portion, but not all, of the Guaranteed Guarantied Obligations shall in no way limit, affect, modify or abridge such the Subsidiary Guarantor’s Guarantors' liability for any portion of the Guaranteed Guarantied Obligations remaining unsatisfied; andwhich has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce the Subsidiary Guarantors covenant to pay a portion of the Guarantied Obligations, such judgment shall not be deemed to release the Subsidiary Guarantors from their covenant to pay the portion of the Guarantied Obligations that is not the subject of such suit.
(e) Administrative Agent or any Bank, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Subsidiary Guarantor’s Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of the Subsidiary Guarantors' liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guarantied Obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guarantied Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guarantied Obligations and take and hold security for the payment of this Subsidiary Guaranty or the Guarantied Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guarantied Obligations, any other guaranties of the Guarantied Obligations, or any other obligation of any Person with respect to the Guaranteed Guarantied Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of Administrative Agent or any Bank in respect of this Subsidiary Guaranty or the Guarantied Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that Administrative Agent or Banks, or any of them, may have against any such security, as Administrative Agent in its discretion may determine consistent with the Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Subsidiary Guarantors against Borrower or any security for the Guarantied Obligations; and (vi) exercise any other rights available to it under the Loan Documents.
(f) This Subsidiary Guaranty and the obligations of the Subsidiary Guarantors hereunder shall remain in full force be valid and effect without regard to, enforceable and shall not be impaired subject to any reduction, limitation, impairment, discharge or affected bytermination for any reason (other than indefeasible payment in full of the Guarantied Obligations, nor the termination of the Commitments, and the expiration or cancellation of all Letters of Credit), including without limitation the occurrence of any of the following, whether or not the Subsidiary Guarantors shall such Subsidiary Guarantor be exonerated have had notice or discharged byknowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the following events:
terms or provisions (iincluding without limitation provisions relating to events of default) any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantorof the Credit Agreement, any other Subsidiary Guarantor or of the other Loan Party Documents or any other Person;
(ii) any limitation, dischargeagreement or instrument executed pursuant thereto, or cessation of any other guaranty or security for the Guarantied Obligations, in each case whether or not in accordance with the terms of the liability of any Borrower, Credit Agreement or such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Document or any agreement relating to such other Person for any Guaranteed Obligations due to any statute, regulation guaranty or rule of lawsecurity; (iii) the Guarantied Obligations, or any invalidity agreement relating thereto, at any time being found to be illegal, invalid or unenforceability unenforceable in whole any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents or in part from the proceeds of any security for the Guarantied Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guarantied Obligations) to the payment of indebtedness other than the Guaranteed Obligations Guarantied Obligations, even though Administrative Agent or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party or PersonBanks, or any saleof them, lease, transfer or other disposition of might have elected to apply such payment to any part or all of the assets or shares of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof);
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Guarantied Obligations;
; (v) any claimBank's or Administrative Agent's consent to the change, defense, counterclaim reorganization or setoff, other than that termination of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor the corporate structure or other Loan Party existence of Borrower or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of its Subsidiaries and to any corresponding restructuring of the Loan Documents;
Guarantied Obligations; (vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation failure to perfect or surrender continue perfection of a security interest in any Loan Document or collateral which secures any Guaranteed of the Guarantied Obligations;
; (vii) any Guaranteed Party’s compromisedefenses, release, settlement set-offs or waiver with counterclaims which Borrower may allege or of any Borrower, any other Subsidiary Guarantor or other Loan Party assert against Administrative Agent or any other Person;
Bank in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any Guaranteed Party’s voteother act or thing or omission, claimor delay to do any other act or thing, distribution, election, acceptance, action which may or inaction might in any Insolvency Proceeding related manner or to any extent vary the Guaranteed Obligations; and
(ix) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part risk of the Guaranteed Obligations or any other indebtedness, obligations or liabilities Subsidiary Guarantors as an obligor in respect of any Borrower to any Guaranteed Partythe Guarantied Obligations.
Appears in 1 contract
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 10.14 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon Administrative Agent’s or any Guaranteed PartyLender’s exercise or enforcement of any remedy it may have against any the Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Administrative Agent and Xxxxxxx may enforce this Section 10.14 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Administrative Agent and Lexxxxx, on the one hand, and the Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to proceeding under any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonBankruptcy Law;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party the Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor Company or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, the Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of Administrative Agent’s or any Guaranteed PartyLexxxx’s interests in and rights under this Guaranty Agreement (including this Section 10.14) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any the Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) Administrative Agent’s or any Guaranteed Party’s Lenders’ amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Administrative Agent’s or any Lender’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) Administrative Agent’s or any Guaranteed PartyLexxxx’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any the Borrower to Administrative Agent or any Guaranteed PartyLender.
Appears in 1 contract
Samples: Credit Agreement (FlexShopper, Inc.)
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 10 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed PartyLender’s or any September Notes Lender's exercise or enforcement of any remedy it may have against any Borrower Loan Party or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty guaranty is a guarantee guaranty of payment when due and not merely of collectibilitycollectability;
(ciii) [Reserved]any Lender and/or any September Notes Lender may enforce this Section 10 upon the occurrence of an Event of Default notwithstanding the existence of any dispute between the Lenders and/or the September Notes Lenders, on the one hand, and any Loan Party or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof);
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(vii) any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations; and
(ix) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Article VIII shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(a) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed PartyBank’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(b) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(c) [Reserved]Bank may enforce this Article VIII upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Bank, on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(d) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to proceeding under any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonBankruptcy Law;
(ii) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor Loan Party or any other Subsidiary Guarantor or other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed PartyBank’s interests in and rights under this Guaranty Agreement (including this Article VIII) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower or any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed PartyBank’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(vii) Bank’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viii) any Guaranteed PartyBank’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ix) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to any Guaranteed PartyBank.
Appears in 1 contract
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 10.14 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon Administrative Agent’s or any Guaranteed Lending Party’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Administrative Agent and Lending Parties may enforce this Section 10.14 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Administrative Agent and Lending Parties, on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to proceeding under any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonBankruptcy Law;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor Company or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of Administrative Agent’s or any Guaranteed Lending Party’s interests in and rights under this Guaranty Agreement (including this Section 10.14) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) Administrative Agent’s or any Guaranteed Lending Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Administrative Agent’s or any Lending Party’s exercise or non exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) Administrative Agent’s or any Guaranteed Lending Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to Administrative Agent or any Guaranteed Lending Party.
Appears in 1 contract
Samples: Credit Agreement (Ciber Inc)
Liability of Subsidiary Guarantors. The liability of each Subsidiary Guarantor under this Guaranty shall Section 10.15 will be irrevocable, absolute, independent and unconditional, and shall will not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall will be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall will not be contingent upon Administrative Agent’s or, any Guaranteed Lending Party’s or any Bank Product Provider’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Administrative Agent and, Lending Parties and Bank Product Providers may enforce this Section 10.15 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Administrative Agent and, Lending Parties or Bank Product Providers, on the one hand, and the Borrowers or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall will remain in full force and effect without regard to, and shall will not be impaired or affected by, nor shall will such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to proceeding under any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonBankruptcy Law;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party the Borrowers or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of lawapplicable Law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor the Borrowers or any other Subsidiary Guarantor or other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, the Borrowers or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of Administrative Agent’s or any Guaranteed Lending Party’s interests in and rights under this Guaranty Agreement (including this Section 10.15) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, any such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) Administrative Agent’s or, any Guaranteed Lending Party’s or any Bank Product Provider’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Administrative Agent’s or, any Lending Party’s or any Bank Product Provider’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) Administrative Agent’s or, any Guaranteed Lending Party’s or any Bank Product Provider’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrowers to Administrative Agent or, any Borrower to Lending Party or any Guaranteed PartyBank Product Provider.
Appears in 1 contract
Liability of Subsidiary Guarantors. The liability of each Subsidiary Guarantor under this Guaranty shall Section 10.15 will be irrevocable, absolute, independent and unconditional, and shall will not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall will be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall will not be contingent upon Administrative Agent’s, any Guaranteed Lending Party’s or any Bank Product Provider’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Administrative Agent, Lending Parties and Bank Product Providers may enforce this Section 10.15 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Administrative Agent, Lending Parties or Bank Product Providers, on the one hand, and the Borrowers or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall will remain in full force and effect without regard to, and shall will not be impaired or affected by, nor shall will such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to proceeding under any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonBankruptcy Law;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party the Borrowers or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of lawapplicable Law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor the Borrowers or any other Subsidiary Guarantor or other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, the Borrowers or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of Administrative Agent’s or any Guaranteed Lending Party’s interests in and rights under this Guaranty Agreement (including this Section 10.15) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, any such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) Administrative Agent’s, any Guaranteed Lending Party’s or any Bank Product Provider’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Administrative Agent’s, any Lending Party’s or any Bank Product Provider’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) Administrative Agent’s, any Guaranteed Lending Party’s or any Bank Product Provider’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of the Borrowers to Administrative Agent, any Borrower to Lending Party or any Guaranteed PartyBank Product Provider.
Appears in 1 contract
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 11 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed PartyLender’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibilitycollectability;
(ciii) [Reserved]Lender may enforce this Section 11 upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Lender, on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any proceeding under any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of Borrower or any Borrower, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and rights under this Guaranty Agreement (including this Section 11) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed PartyLender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Lender’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) any Guaranteed PartyLender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtednessIndebtedness, obligations or liabilities of any Borrower to any Guaranteed PartyLender.
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Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 10.14 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon Administrative Agent’s or any Guaranteed Lending Party’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Administrative Agent and Lending Parties may enforce this Section 10.14 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Administrative Agent and Lending Parties, on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to proceeding under any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonDebtor Relief Law;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor Company or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of Administrative Agent’s or any Guaranteed Lending Party’s interests in and rights under this Guaranty Agreement (including this Section 10.14) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) Administrative Agent’s or any Guaranteed Lending Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Administrative Agent’s or any Lending Party’s exercise or non-exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) Administrative Agent’s or any Guaranteed Lending Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Debtor Relief Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to Administrative Agent or any Guaranteed Lending Party.
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Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 11.19 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed PartyAgent’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Lender may enforce this Section 11.19 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Agent and Lenders, on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any proceeding under any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of Borrower or any Borrower, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Agent and Lenders’ interests in and rights under this Guaranty Agreement (including this Section 11.19) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) Agent or any Guaranteed PartyLender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Agent or any Lender’s exercise or non exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) Agent or any Guaranteed PartyLender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to Agent or any Guaranteed PartyLender.
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Liability of Subsidiary Guarantors. The liability of each Subsidiary Guarantor under this Guaranty shall be Guarantors agree that their obligations hereunder are irrevocable, absolute, independent and unconditional, unconditional and shall not be affected by any circumstance which might constitute constitutes a legal or equitable discharge of a guarantor or surety or guarantor other than the indefeasible payment and performance in full of the Guarantied Obligations, the termination of the Commitments, and the expiration or cancellation of all Guaranteed ObligationsLetters of Credit. In furtherance of the foregoing and without limiting the generality thereof, each the Subsidiary Guarantor agrees Guarantors agree as follows:
(a) Such This Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Borrower or any other Person;
(b) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;.
(b) Administrative Agent may enforce this Subsidiary Guaranty upon the occurrence of an Event of Default under the Credit Agreement notwithstanding the existence of any dispute between Banks and Borrower with respect to the existence of such Event of Default.
(c) [Reserved];The obligations of the Subsidiary Guarantors hereunder are independent of the obligations of Borrower under the Loan Documents and the obligations of any other guarantor of the obligations of Borrower under the Loan Documents, and a separate action or actions may be brought and prosecuted against the Subsidiary Guarantors whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions.
(d) such Subsidiary Guarantor’s Guarantors payment of a portion, but not all, of the Guaranteed Guarantied Obligations shall in no way limit, affect, modify or abridge such the Subsidiary Guarantor’s Guarantors' liability for any portion of the Guaranteed Guarantied Obligations remaining unsatisfied; andwhich has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce the Subsidiary Guarantors covenant to pay a portion of the Guarantied Obligations, such judgment shall not be deemed to release the Subsidiary Guarantors from their covenant to pay the portion of the Guarantied Obligations that is not the subject of such suit.
(e) Administrative Agent or any Bank, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Subsidiary Guarantor’s Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of the Subsidiary Guarantors' liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guarantied Obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guarantied Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guarantied Obligations and take and hold security for the payment of this Subsidiary Guaranty or the Guarantied Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guarantied 119 Obligations, any other guaranties of the Guarantied Obligations, or any other obligation of any Person with respect to the Guaranteed Guarantied Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of Administrative Agent or any Bank in respect of this Subsidiary Guaranty or the Guarantied Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that Administrative Agent or Banks, or any of them, may have against any such security, as Administrative Agent in its discretion may determine consistent with the Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Subsidiary Guarantors against Borrower or any security for the Guarantied Obligations; and (vi) exercise any other rights available to it under the Loan Documents.
(f) This Subsidiary Guaranty and the obligations of the Subsidiary Guarantors hereunder shall remain in full force be valid and effect without regard to, enforceable and shall not be impaired subject to any reduction, limitation, impairment, discharge or affected bytermination for any reason (other than indefeasible payment in full of the Guarantied Obligations, nor the termination of the Commitments, and the expiration or cancellation of all Letters of Credit), including without limitation the occurrence of any of the following, whether or not the Subsidiary Guarantors shall such Subsidiary Guarantor be exonerated have had notice or discharged byknowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the following events:
terms or provisions (iincluding without limitation provisions relating to events of default) any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantorof the Credit Agreement, any other Subsidiary Guarantor or of the other Loan Party Documents or any other Person;
(ii) any limitation, dischargeagreement or instrument executed pursuant thereto, or cessation of any other guaranty or security for the Guarantied Obligations, in each case whether or not in accordance with the terms of the liability of any Borrower, Credit Agreement or such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Document or any agreement relating to such other Person for any Guaranteed Obligations due to any statute, regulation guaranty or rule of lawsecurity; (iii) the Guarantied Obligations, or any invalidity agreement relating thereto, at any time being found to be illegal, invalid or unenforceability unenforceable in whole any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents or in part from the proceeds of any security for the Guarantied Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guarantied Obligations) to the payment of indebtedness other than the Guaranteed Obligations Guarantied Obligations, even though Administrative Agent or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Borrower, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party or PersonBanks, or any saleof them, lease, transfer or other disposition of might have elected to apply such payment to any part or all of the assets or shares of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof);
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Guarantied Obligations;
; (v) any claimBank's or Administrative Agent's consent to the change, defense, counterclaim reorganization or setoff, other than that termination of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor the corporate structure or other Loan Party existence of Borrower or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of its Subsidiaries and to any corresponding restructuring of the Loan Documents;
Guarantied Obligations; (vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation failure to perfect or surrender continue perfection of a security interest in any Loan Document or collateral which secures any Guaranteed of the Guarantied Obligations;
; (vii) any Guaranteed Party’s compromisedefenses, release, settlement set-offs or waiver with counterclaims which Borrower may allege or of any Borrower, any other Subsidiary Guarantor or other Loan Party assert against Administrative Agent or any other Person;
Bank in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any Guaranteed Party’s voteother act or thing or omission, claimor delay to do any other act or thing, distribution, election, acceptance, action which E-5 (Credit Agreement) 120 may or inaction might in any Insolvency Proceeding related manner or to any extent vary the Guaranteed Obligations; and
(ix) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part risk of the Guaranteed Obligations or any other indebtedness, obligations or liabilities Subsidiary Guarantors as an obligor in respect of any Borrower to any Guaranteed Partythe Guarantied Obligations.
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Samples: Credit Agreement (Flowserve Corp)
Liability of Subsidiary Guarantors. The liability of each any Subsidiary Guarantor under this Guaranty Section 10.4 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which that might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees as follows:
(ai) Such such Subsidiary Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Subsidiary Guarantor and shall not be contingent upon any Guaranteed PartyLender’s exercise or enforcement of any remedy it may have against any Borrower or any other Person, or against any collateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guarantee guaranty of payment when due and not merely of collectibility;
(ciii) [Reserved]Lender may enforce this Section 10.4 upon the occurrence of an Event of Default notwithstanding the existence of any dispute among Lender, on the one hand, and Borrower or any other Person, on the other hand, with respect to the existence of such Event of Default;
(div) such Subsidiary Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge such Subsidiary Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) such Subsidiary Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall such Subsidiary Guarantor be exonerated or discharged by, any of the following events:
(iA) any proceeding under any Insolvency Proceeding with respect to any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party Borrower or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of Borrower or any Borrower, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Borrower, such Subsidiary Guarantor, Borrower or any other Subsidiary Guarantor or other Loan Party or other Person (in each case, except as otherwise provided in Section 26 hereof)Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and rights under this Guaranty Agreement (including this Section 10.4) or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Borrower, such Subsidiary Guarantor, any other Subsidiary Guarantor or other Loan Party or any other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed PartyLender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document or any Guaranteed Obligations;
(viiG) Lender’s exercise or non exercise of any power, right or remedy with respect to any Guaranteed Party’s compromise, release, settlement or waiver with or of any Borrower, any other Subsidiary Guarantor or other Loan Party Obligations or any other Personcollateral;
(viiiH) any Guaranteed PartyLender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligationsproceeding under any Bankruptcy Law; andor
(ixI) any other guaranty, whether by such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Borrower to any Guaranteed PartyLender.
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