No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof. (c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 13 contracts
Samples: Credit Agreement (Star Group, L.P.), Credit Agreement (Star Group, L.P.), Credit Agreement (Star Gas Partners Lp)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible satisfaction of the Guaranteed Obligations or expiration of this Guaranty. Guarantor agrees that the liability of the Guarantor hereunder shall not be discharged by, and Guarantor hereby irrevocably consents to: (i) any subsequent change, modification or amendment of the Limited Liability Company Agreement in any of its terms, covenants and conditions; (ii) the renewal or extension of time for the payment in full in cash or performance of the Guaranteed Obligations), including:
; (iiii) any claim of transfer, waiver, release, extension, renewalcompromise, settlement, surrendermodification, alterationsurrender or release of Guarantor-Affiliated Member’s or any other Obligor’s obligations; (iv) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or compromise the stay or enjoining, by order of any of the Guaranteed Obligationscourt, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower exercise or enforcement of, any claim or demand or any other guarantor of right, power or other person liable for any of remedy (whether arising under the Limited Liability Company Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations;; (v) any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; and (vi) any forbearance, delay or other act or omission of Creditor Member. In addition, the Guaranteed Obligations of the Guarantor hereunder are not subject to counterclaim (other than mandatory or compulsory counterclaims), set-off, abatement, deferment or defense based upon any claim that Guarantor may have against Beneficiary:
(iiia) any insolvency, bankruptcy, reorganization or other similar proceeding affecting unrelated to the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of transaction giving rise to the Guaranteed Obligations; or
(ivb) regarding any lack of capacity, lack of authority or any other disability or other defense of Guarantor-Affiliated Member or any other Obligor, including, without limitation, any defense based on or arising out of the lack of validity or enforceability of the Limited Liability Company Agreement or any assumption agreement or other instrument delivered thereunder; or
(c) regarding (i) the existence release or discharge of Guarantor-Affiliated Member or any other Obligor in any receivership, bankruptcy or other proceedings, (ii) the impairment, limitation, modification or termination of the liabilities of Guarantor-Affiliated Member or any other Obligor to Beneficiary or the estate of Guarantor-Affiliated Member or any other Obligor in bankruptcy, or any remedy for the enforcement of Guarantor-Affiliated Member’s or any other Obligor’s liability under the Limited Liability Company Agreement or any assumption agreement or other instrument delivered thereunder, resulting from the operation of any claim, setoff present or future provision of Title 11 of the United States Code or other rights which statute or from the decision in any Guarantor may have at any time against court, (iii) the Borrower, any cessation of the liability of Guarantor, -Affiliated Member or any other guarantor Obligor from any cause other than payment and performance in full of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action rejection or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any disaffirmance of the Guaranteed Obligations, or any other circumstancepart thereof, actor any security held therefor, omission or delay that might in any manner proceedings in bankruptcy, insolvency or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations)reorganization.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Avalonbay Communities Inc), Limited Liability Company Agreement (Avalonbay Communities Inc), Limited Liability Company Agreement (Avalonbay Communities Inc)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 5 contracts
Samples: Credit Agreement (Kelly Services Inc), Credit Agreement (Kelly Services Inc), Credit Agreement (Kelly Services Inc)
No Discharge or Diminishment of Guaranty. (a) Except To the fullest extent permitted by applicable law and except as otherwise expressly provided for herein and to the extent provided for hereinin this Guaranty, the obligations Obligations of each Guarantor hereunder are unconditional and absolute and shall not be subject to any reduction, limitation, impairment or termination for any reason (other than (a) the indefeasible payment in full in cash of the Guaranteed principal of and interest accrued on the Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), including:
(ib) the payment in full in cash of all fees, expenses and other amounts due and payable which constituted Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), (c) the Commitments having expired or irrevocably been terminated and (d) the aggregate Outstanding Amount of all L/C Obligations having been Cash Collateralized (clauses (a) through (d) collectively, “Full Satisfaction of the Obligations”)), including any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
Obligations (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder than contingent liabilities that are not yet due and payable), and shall not be subject to any defense (other than a defense of payment and the benefit of any statute of limitations) or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by . Without limiting the Borrower, any Guarantor or any other guarantor of or other person liable for any generality of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Furtherforegoing, the obligations of any each Guarantor hereunder are shall, to the fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by:
(i) by the failure of the Agent, the LC Issuer Administrative Agent or any Lender other Secured Party to assert any claim or demand or to enforce any remedy with respect to all under the Credit Agreement, any other Loan Document, any guarantee or any part of the Guaranteed Obligations;
(ii) other agreement or instrument, by any amendment, waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all Credit Agreement or any part of the Guaranteed Obligations or any obligations of any other guarantor of Loan Document or other person liable for any of the Guaranteed Obligations;
(iv) any action agreement or failure to act instrument, by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or by any other circumstance, act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of such any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash Full Satisfaction of the Guaranteed Obligations)) or which would impair or eliminate any right of any Guarantor to subrogation.
Appears in 4 contracts
Samples: Credit Agreement (Gentiva Health Services Inc), Guaranty Agreement (Gentiva Health Services Inc), Guaranty Agreement (Gentiva Health Services Inc)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment Payment in full Full in cash of the Guaranteed Guarantied Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Guarantied Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any Guarantor, or any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations, or their assets or any resulting release or discharge of any obligation of the any Borrower, any Guarantor, or any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations; or
or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the any Borrower, any Guarantor, any other guarantor of the Guaranteed Guarantied Obligations, the Agent, the LC any L/C Issuer, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Guarantied Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the any Borrower, any Guarantor or any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations, of the Guaranteed Guarantied Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC any L/C Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Guarantied Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Guarantied Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Guarantied Obligations or any obligations of any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations;
; (iv) any action or failure to act by the Agent, the LC any L/C Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Guarantied Obligations;
; (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Guarantied Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Guarantied Obligations).
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (McBc Holdings, Inc.), Credit and Guaranty Agreement (McBc Holdings, Inc.), Credit and Guaranty Agreement (McBc Holdings, Inc.)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the The obligations of each the Unsecured Guarantor hereunder are unconditional and absolute and shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Unsecured Guaranteed Obligations), including:
(i) including any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Unsecured Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are and shall not be subject to any defense or setoffset-off, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Unsecured Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by . Without limiting the Borrower, any Guarantor or any other guarantor of or other person liable for any generality of the foregoing, the Unsecured Guaranteed Obligations, Obligations of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Unsecured Guarantor hereunder are shall not be discharged or impaired or otherwise affected by:
(i) by the failure of the Agent, the LC Issuer Agent or any Lender other Credit Party to assert any claim or demand or to enforce any remedy with respect to all under this Unsecured Guaranty, the Credit Agreement, any other Loan Document or any part of the Guaranteed Obligations;
(ii) other agreement, by any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any releasethereof, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Unsecured Guaranteed Obligations, or by any other circumstance, act, act or omission that may or delay that might in any manner or to any extent vary the risk of such the Unsecured Guarantor or that would otherwise operate as a discharge of any the Unsecured Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Unsecured Guaranteed Obligations).
Appears in 4 contracts
Samples: Unsecured Guaranty (Pacific Sunwear of California Inc), Unsecured Guaranty (Pacific Sunwear of California Inc), Unsecured Guaranty (Pacific Sunwear of California Inc)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Loan Party or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, the BorrowerAgents, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC IssuerFronting Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower any Loan Party for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender Secured Party with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 4 contracts
Samples: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor Loan Party hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
, (ii) any change in the corporate existence, structure or ownership of the Borrower any Loan Party or any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
, (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, Loan Party or any other guarantor of or other person Person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, such Person or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which that any Guarantor Loan Party may have at any time against the Borrower, any Guarantorother Loan Party, any other guarantor Person liable for any of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, Secured Party or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor Loan Party hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation Law purporting to prohibit payment by the Borrower, any Guarantor of all or any other guarantor of or other person liable for any of the Guaranteed Obligations, part of the Guaranteed Obligations by any Loan Party or any part thereofother Person.
(c) Further, the The obligations of any Guarantor Loan Party hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower any Loan Party for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender Secured Party with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor Loan Party or that would otherwise operate as a discharge of any Guarantor such Loan Party as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 4 contracts
Samples: Credit Agreement (GRIID Infrastructure Inc.), Credit Agreement (GRIID Infrastructure Inc.), Credit Agreement (Cleanspark, Inc.)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor Loan Party hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor Loan Party may have at any time against any Obligated Party, the BorrowerAdministrative Agent, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC IssuerIssuing Lender, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor Loan Party hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor Loan Party hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer any Issuing Lender or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer any Issuing Lender or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor Loan Party or that would otherwise operate as a discharge of any Guarantor Loan Party as a matter of law or equity (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations).
Appears in 3 contracts
Samples: Credit Agreement (Blue Owl Capital Inc.), Credit Agreement (Blue Owl Capital Inc.), Credit Agreement (Blue Owl Capital Inc.)
No Discharge or Diminishment of Guaranty. (ai) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(ia) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(iib) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iiic) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the any Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(ivd) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the any Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Letter of Credit Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(bii) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the any Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(ciii) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(ia) the failure of the Agent, the LC Letter of Credit Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(iib) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iiic) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Letter of Credit Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;; and
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 3 contracts
Samples: Loan and Security Agreement (Integrated Electrical Services Inc), Loan and Security Agreement (Integrated Electrical Services Inc), Loan and Security Agreement (Integrated Electrical Services Inc)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor the Parent Borrower hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Foreign Subsidiary Borrower or any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor the Parent Borrower may have at any time against the Borrowerany Obligated Party, any GuarantorAgent, any other guarantor of the Guaranteed Obligations, the Agent, the LC IssuerIssuing Lender, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor the Parent Borrower hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever (other than a defense of payment or performance) by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor the Parent Borrower hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the any Agent, the LC Issuer any Issuing Lender or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Foreign Subsidiary Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the any Agent, the LC Issuer any Issuing Lender or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor the Parent Borrower or that would otherwise operate as a discharge of any Guarantor the Parent Borrower as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 3 contracts
Samples: Credit Agreement (Monsanto Co /New/), Credit Agreement (Monsanto Co /New/), Credit Agreement (Monsanto Co /New/)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment Payment in full Full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Guarantied Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any Guarantor, or any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations, or their assets or any resulting release or discharge of any obligation of the any Borrower, any Guarantor, or any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations; or
or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the any Borrower, any Guarantor, any other guarantor of the Guaranteed Guarantied Obligations, the Agent, the LC any L/C Issuer, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Guarantied Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the any Borrower, any Guarantor or any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations, of the Guaranteed Guarantied Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC any L/C Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Guarantied Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Guarantied Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Guarantied Obligations or any obligations of any other guarantor of or other person Person liable for any of the Guaranteed Guarantied Obligations;
; (iv) any action or failure to act by the Agent, the LC any L/C Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Guarantied Obligations;
; (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Guarantied Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash of the Guaranteed ObligationsFull).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Addus HomeCare Corp), Credit and Guaranty Agreement (Addus HomeCare Corp)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each the Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed ObligationsDebt), including:
(i) : any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, Debt by operation of law or otherwise;
(ii) ; any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) Debt, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsDebt, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsDebt; or
(iv) or the existence of any claim, setoff or other rights which any the Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsDebt, the Agent, the LC Issuer, Agent or any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) . The obligations of each the Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations Debt or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations, Debt of the Guaranteed Obligations Debt or any part thereof.
(c) . Further, the obligations of any the Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) : the failure of the Agent, the LC Issuer Agent or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) Debt; any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) Debt; any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations Debt or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) Debt, or any action or failure to act by the Agent, the LC Issuer Agent or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) Debt; any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed ObligationsDebt, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed ObligationsDebt).
Appears in 2 contracts
Samples: Guaranty (Noble Energy Inc), Guaranty (Noble Energy Inc)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower Borrowers or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the any Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the any Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the any Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;; or
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 2 contracts
Samples: Credit Agreement (Brush Engineered Materials Inc), Credit Agreement (Brush Engineered Materials Inc)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(iii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iiiii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iviii) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(viv) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 2 contracts
Samples: Credit Agreement (Park Ohio Industries Inc/Oh), Credit Agreement (Park Ohio Holdings Corp)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and The obligations of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the extent provided for herein, Guaranteed Obligations which might otherwise constitute a defense to the obligations of each the Guarantor under this Agreement, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. The obligations of the Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person ADG liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, Tecogen Party or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their its assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Tecogen Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any the Guarantor may have at any time against the BorrowerADG, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, SDCL Party or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) . The obligations of each the Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsADG, of the Guaranteed Obligations or any part thereof.
(cb) Further, the obligations of any the Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender SDCL Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, perfection or invalidity of any indirect or direct security for the obligations of the Borrower ADG for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender SDCL Party with respect to any collateral (if any) securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or to the fullest extent permitted under applicable law, any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 2 contracts
Samples: Guaranty Agreement (Tecogen Inc.), Guaranty Agreement (Tecogen Inc.)
No Discharge or Diminishment of Guaranty. (ai) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower Company or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, the BorrowerCollateral Agent, any GuarantorPurchaser, any other guarantor holder of the Guaranteed Obligations, the Agent, the LC Issuer, any LenderNotes, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(bii) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(ciii) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Collateral Agent, the LC Issuer any Purchaser or any Lender holder of a Note to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower Company for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Collateral Agent, the LC Issuer any Purchaser or any Lender holder of a Note with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Note Agreement (Gorman Rupp Co)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the any Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the any Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the any Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Credit Agreement (Action Performance Companies Inc)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the any Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer any Agent or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(ivd) any action or failure to act by the Agent, the LC Issuer any Agent or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;; and
(ve) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, winding-up, liquidation, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrowerany Obligated Party, any GuarantorAgent, any other guarantor of the Guaranteed Obligations, the Agent, the LC IssuerIssuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the any Agent, the LC Issuer any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the any Agent, the LC Issuer any Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Credit Agreement (Kate Spade & Co)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed ObligationsLiabilities), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed ObligationsLiabilities, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
Liabilities; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Administrative Agent, the LC IssuerIssuing Bank, any Lender, Lender or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations Liabilities or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations Liabilities or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
Liabilities; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
Liabilities; (iii) any release, non-perfection, perfection or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations Liabilities or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
Liabilities; (iv) any action or failure to act by the Administrative Agent, the LC Issuer Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
Liabilities; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed ObligationsLiabilities, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed ObligationsLiabilities).
Appears in 1 contract
Samples: Credit Agreement (PDC Energy, Inc.)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(iii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iiiii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;; 121
(iviii) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(viv) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, the BorrowerAdministrative Agent, any GuarantorIssuing Bank, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, Lender or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, perfection or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer any Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations).
Appears in 1 contract
Samples: Credit Agreement (AtriCure, Inc.)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Administrative Agent, the LC IssuerIssuing Bank, any Lender, Lender or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, perfection or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer Agent or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer Agent or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Loan Agreement (Kelly Services Inc)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the any Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the any Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the any Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(ivd) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;; and
(ve) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor Guarantors hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed ObligationsObligations (other than contingent obligations (excluding outstanding commitments under the SCP Facility which have not been cash collateralized pursuant to Section 2.09(h) of the Credit Agreement) for which no claim has been asserted)), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Agent, the LC Issuer, any Lender, Creditors or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor Guarantors hereunder are not subject to any defense or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor Guarantors hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender Creditor to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, perfection or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender Creditor with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed ObligationsObligations (other than contingent obligations (excluding outstanding commitments under the SCP Facility which have not been cash collateralized pursuant to Section 2.09(h) of the Credit Agreement) for which no claim has been asserted)).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the The obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment impairment, or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure structure, or ownership of the Borrower any Borrower, any Guarantor, or any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any Guarantor, or any other guarantor of or other person Person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the any Borrower, any Guarantor, or any other guarantor of or other person Person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff set-off or other rights which that any Guarantor may have at any time against the any Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The Each Guarantor’s obligations of each Guarantor hereunder are not subject to any defense or setoffset-off, counterclaim, recoupment, or termination whatsoever by reason because of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the any Borrower, any Guarantor or any other guarantor of or other person Person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) FurtherNo Guarantor’s obligations are discharged, the obligations of any Guarantor hereunder are not discharged or impaired impaired, or otherwise affected by:
(i) the failure of the Agent, the LC Issuer ’s or any Lender Lender’s failure to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the any Borrower’s obligations of the Borrower for or all or any part of the Guaranteed Obligations or of any obligations of any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer Agent or any Lender with respect to any collateral (including the Collateral) securing any part of the Guaranteed Obligations;
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Tecumseh Products Co)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower Borrowers, any other Guarantor, or any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any that such Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Agent, the LC Issuer, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any each Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower Borrowers for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any such Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Loan Agreement (SWK Holdings Corp)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, the BorrowerAdministrative Agent, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any LenderSecured Party, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer Administrative Agent or any Lender Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer Collateral Agent or any Lender Secured Party with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Postmedia Network Canada Corp.)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations or any other Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor Guarantor of or other person Person liable for any of the Guaranteed Obligations or any other Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations or any other Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person Person liable for any of the Guaranteed Obligations or any other Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations or any other Obligations, the Agent, the LC IssuerIssuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations or any other Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations or any other Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any other Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations or any other Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations or any other Obligations;; and
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations or any other Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor the Parent Borrower hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Foreign Subsidiary Borrower or any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor the Parent Borrower may have at any time against the Borrowerany Obligated Party, any GuarantorAgent, any other guarantor of the Guaranteed Obligations, the Agent, the LC IssuerIssuing Lender, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(ba) The obligations of each Guarantor the Parent Borrower hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever (other than a defense of payment or performance) by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(cb) Further, the obligations of any Guarantor the Parent Borrower hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the any Agent, the LC Issuer any Issuing Lender or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Foreign Subsidiary Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the any Agent, the LC Issuer any Issuing Lender or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor the Parent Borrower or that would otherwise operate as a discharge of any Guarantor the Parent Borrower as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Credit Agreement (Monsanto Co /New/)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, the BorrowerAdministrative Agent, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any LenderSecured Party, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(ca) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer Administrative Agent or any Lender Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer Collateral Agent or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Revolving Credit Agreement (Postmedia Network Canada Corp.)
No Discharge or Diminishment of Guaranty. (ai) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower any Loan Party or any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrowerany Obligated Party, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(bii) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(ciii) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower any Loan Party for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer or any Lender Secured Party with respect to any collateral securing any part of the Guaranteed Obligations;; or
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent expressly provided for herein, the obligations of each Guarantor hereunder are irrevocable, unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate or company existence, structure or ownership of the Borrower any Canadian Borrower, any Guarantor or any other guarantor of or other person Person liable for any of the Guaranteed Obligations;
; (iii) any workout, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, Obligated Party or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrowerany Obligated Party, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, Guarantied Party or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations, the Canadian Borrowers’ Obligations under any Loan Document or any agreement or instrument related thereto or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit 139 payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Credit Agreement (Star Group, L.P.)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.. 125
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Credit Agreement (Star Group, L.P.)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, NRP Oil and Gas LLC – Credit Agreement – Page 119 renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Administrative Agent, the LC IssuerIssuing Bank, any Lender, Lender or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, perfection or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed ObligationsIndebtedness), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed ObligationsIndebtedness, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
Indebtedness; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrowerany Obligated Party, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations Indebtedness or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations Indebtedness or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
Indebtedness; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
Indebtedness; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations Indebtedness or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
Indebtedness; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
Indebtedness; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed ObligationsIndebtedness, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed ObligationsIndebtedness).
Appears in 1 contract
Samples: Debtor in Possession Loan Agreement (Seahawk Drilling, Inc.)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for hereinor in any other Loan Document, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Administrative Agent, the LC IssuerIssuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Credit Agreement (Griffon Corp)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge dis-charge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Agent, the LC Issuer, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; or (iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each the Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed ObligationsDebt), including:
(i) : any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed ObligationsDebt, by operation of law or otherwise;
(ii) ; any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) Debt, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsDebt, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsDebt; or
(iv) or the existence of any claim, setoff or other rights which any the Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsDebt, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) . The obligations of each the Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations Debt or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations, Debt of the Guaranteed Obligations Debt or any part thereof.
(c) . Further, the obligations of any the Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) : the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) Debt; any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) Debt; any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations Debt or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) Debt, or any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) Debt; any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, Debt; or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed ObligationsDebt).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, the BorrowerAdministrative Agent, any GuarantorIssuing Bank, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, Lender or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, perfection or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer any Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor Credit Party hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the any Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor Credit Party may have at any time against any Obligated Party, the BorrowerAdministrative Agent, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, Lender or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor Credit Party hereunder are not subject to any defense or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor Credit Party hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the any LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, perfection or invalidity of any indirect or direct security for the obligations of the any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the any LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor Credit Party or that would otherwise operate as a discharge of any Guarantor Credit Party as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrowerany Obligated Party, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer any Agent or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer any Agent or any Lender with respect to any collateral Collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Term Loan and Guaranty Agreement (Kaiser Aluminum Corp)
No Discharge or Diminishment of Guaranty. (ai) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment Payment in full in cash of the Guaranteed ObligationsFull), including:
: (iA) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (iiB) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iiiC) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, Obligated Party or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their its assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(ivD) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.DocuSign Envelope ID: 14ADB087-70E8-4937-90E4-153420EAFA7D
(bii) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, recoupment or termination whatsoever by reason of the invalidity, illegality, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party of the Guaranteed Obligations or any part thereof.
(ciii) Further, the The obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (iA) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (iiB) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; or (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(vC) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash of the Guaranteed ObligationsFull).. 12
Appears in 1 contract
Samples: Convertible Delayed Draw Term Loan Agreement (LiveWire Group, Inc.)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Administrative Agent, the LC IssuerIssuing Bank, any Lender, or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, Obligated Party of the Guaranteed Obligations or any part thereof.
(c) Further, the The obligations of any Guarantor the Guarantors hereunder are shall not be discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer Issuing Bank, any Lender or any Lender other Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower or any Guarantor for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer Collateral Agent, the Issuing Bank, any Lender or any Lender other Secured Party with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (American Reprographics CO)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) a. Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Administrative Agent, the LC Issuer, any Issuing Lender, the Lenders or any other personPerson, whether in connection herewith or in any unrelated transactions.
(b) b. The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) c. Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer Issuing Lender or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person Obligated Party liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer Issuing Lender or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash Full of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each the Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed ObligationsDebt), including:
(i) : any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed ObligationsDebt, by operation of law or otherwise;
(ii) ; any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) Debt, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsDebt, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsDebt; or
(iv) or the existence of any claim, setoff or other rights which any the Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsDebt, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) . The obligations of each the Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations Debt or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations, Debt of the Guaranteed Obligations Debt or any part thereof.
(c) . Further, the obligations of any the Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) by the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) Debt; any waiver or modification of or supplement to any provision of or any agreement relating to the Guaranteed Obligations;
(iii) Debt; any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations Debt or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) Debt, or any action or failure to act by the Agent, the LC Issuer or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
(v) Debt; any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, Debt; or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such the Guarantor or that would otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed ObligationsDebt).
Appears in 1 contract
Samples: Credit Agreement (Daisytek International Corporation /De/)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for hereinor in any other Loan Document, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, the BorrowerAdministrative Agent, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC IssuerIssuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer any Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
; (iv) any action or failure to act by the Administrative Agent, the LC Issuer any Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Samples: Credit Agreement (Griffon Corp)
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed Obligations, the Agent, the LC Issuer, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed Obligations, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
(i) the failure of the Agent, the LC Issuer Issuer, or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
(iv) any action or failure to act by the Agent, the LC Issuer Issuer, or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;; or
(v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Guaranty. (a) Except as otherwise provided for herein and to the extent provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including:
: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations;
Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor, or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, or their assets or any resulting release or discharge of any obligation of the Borrower, any Guarantor, Obligated Party; or any other guarantor of or other person liable for any of the Guaranteed Obligations; or
(iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any Guarantor, any other guarantor of the Guaranteed ObligationsObligated Party, the Administrative Agent, the LC IssuerIssuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.
(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by the Borrower, any Guarantor or any other guarantor of or other person liable for any of the Guaranteed ObligationsObligated Party, of the Guaranteed Obligations or any part thereof.
(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by:
: (i) the failure of the Administrative Agent, the LC Issuer Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations;
Obligated Party; (iv) any action or failure to act by the Administrative Agent, the LC Issuer Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations;
; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
