Common use of No Discharge or Diminishment of Guarantee Clause in Contracts

No Discharge or Diminishment of Guarantee. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the performance or payment in full, or collateralization in full in a manner reasonably satisfactory to the Agent, of all the Indebtedness), including any claim of waiver, release, surrender, alteration or compromise of any of the Indebtedness, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Indebtedness or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Loan Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Indebtedness, or the failure to perfect any security interest in, or the release of the security held by or on behalf of the Agent or any other Secured Party, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the performance or payment in full or collateralization in full in a manner reasonably satisfactory to the Agent of all the Indebtedness).

Appears in 1 contract

Samples: Guarantee Agreement (1295728 Alberta ULC)

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No Discharge or Diminishment of Guarantee. The obligations of each Pledgor and Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the performance or indefeasible payment in full, or collateralization in full in a manner reasonably satisfactory to cash of the Agent, of all the IndebtednessIndenture Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the IndebtednessIndenture Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Indebtedness Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Pledgor and Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent Collateral Agent, the Trustee or any other Secured Party to assert any claim or demand or to enforce any remedy under the Loan AgreementIndenture, any other Loan Transaction Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the IndebtednessIndenture Obligations, or the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Trustee, the Collateral Agent or any other Secured Party, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Pledgor and Guarantor or that would otherwise operate as a discharge of each Pledgor and Guarantor as a matter of law or equity (other than the performance or indefeasible payment in full or collateralization in full in a manner reasonably satisfactory to the Agent cash of all the IndebtednessIndenture Obligations).

Appears in 1 contract

Samples: Guarantee Agreement (Memc Electronic Materials Inc)

No Discharge or Diminishment of Guarantee. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the performance or payment in full, or collateralization in full in a manner reasonably satisfactory to the Collateral Agent, of all the IndebtednessObligations), including any claim of waiver, release, surrender, alteration or compromise of any of the IndebtednessObligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Indebtedness Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Loan Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the IndebtednessObligations, or the failure to perfect any security interest in, or the release of the security held by or on behalf of the Collateral Agent or any other Secured Party, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the performance or payment in full or collateralization in full in a manner reasonably satisfactory to the Collateral Agent of all the IndebtednessObligations).

Appears in 1 contract

Samples: Guarantee Agreement (1295728 Alberta ULC)

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No Discharge or Diminishment of Guarantee. The obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the performance or indefeasible payment in full, or collateralization in full in a manner reasonably satisfactory to cash of the Agent, of all the IndebtednessForeign Borrower Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the IndebtednessForeign Borrower Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Indebtedness Foreign Borrower Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Loan Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful wilful or otherwise, in the performance of the IndebtednessForeign Borrower Obligations, or the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Administrative Agent or any other Secured Party, or by any other act or omission that may or might in any manner or to any extent vary the risk of any the Guarantor or that would otherwise operate as a discharge of each the Guarantor as a matter of law or equity (other than the performance or indefeasible payment in full or collateralization in full in a manner reasonably satisfactory to the Agent cash of all the IndebtednessForeign Borrower Obligations).

Appears in 1 contract

Samples: Parent Guarantee Agreement (Knowles Electronics LLC)

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