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

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, 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 Debt), including: any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Debt by operation of law or otherwise; 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 Debt, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt, or their assets or any resulting release or discharge of any obligation of the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt; or the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Borrower, any other guarantor of the Guaranteed Debt, the Agent or any Lender, or any other person, whether in connection herewith or in any unrelated transactions. The obligations of 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 Debt or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by Borrower or any other guarantor of or other person liable for any of the Guaranteed Debt of the Guaranteed Debt or any part thereof. Further, the obligations of the Guarantor hereunder are not discharged or impaired or otherwise affected by: the failure of the 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 Debt; any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed 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 Debt or any obligations of any other guarantor of or other person liable for any of the Guaranteed Debt, or any action or failure to act by Agent or any Lender with respect to any collateral securing any part of the Guaranteed Debt; any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Debt, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of the Guarantor or that would otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Debt).

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and (a) 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 hereinGuaranteed Obligations which might otherwise constitute a defense to the obligations of 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 DebtObligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Debt 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 Debt, or Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Tecogen Party or any other guarantor of or other person liable for any of the Guaranteed Debt, or their its assets or any resulting release or discharge of any obligation of the Borrower, or any other guarantor of or other person liable for any of the Guaranteed DebtTecogen Party; or (iv) the existence of any claim, setoff or other rights which the Guarantor may have at any time against the BorrowerADG, any other guarantor of the Guaranteed Debt, the Agent or any Lender, SDCL Party or any other personPerson, whether in connection herewith or in any unrelated transactions. The obligations of 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 Debt Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by Borrower or any other guarantor of or other person liable for any ADG, of the Guaranteed Debt of the Guaranteed Debt Obligations or any part thereof. Further, the obligations of the Guarantor hereunder are not discharged or impaired or otherwise affected by: the failure of the 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 Debt; any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed 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 Debt or any obligations of any other guarantor of or other person liable for any of the Guaranteed Debt, or any action or failure to act by Agent or any Lender with respect to any collateral securing any part of the Guaranteed Debt; any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Debt, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of the Guarantor or that would otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Debt).

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, 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 Debt), including: any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Debt Debt, by operation of law or otherwise; 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 Debt, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt, or their assets or any resulting release or discharge of any obligation of the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt; or the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Borrower, any other guarantor of the Guaranteed Debt, the Agent or any Lender, or any other person, whether in connection herewith or in any unrelated transactions. The obligations of 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 Debt or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by Borrower or any other guarantor of or other person liable for any of the Guaranteed Debt of the Guaranteed Debt or any part thereof. Further, the obligations of the Guarantor hereunder are not discharged or impaired or otherwise affected by: the failure of the 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 Debt; any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed 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 Debt or any obligations of any other guarantor of or other person liable for any of the Guaranteed Debt, or any action or failure to act by Agent or any Lender with respect to any collateral securing any part of the Guaranteed Debt; any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Debt, ; or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of the Guarantor or that would otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Debt).

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, the The obligations of the each Guarantor hereunder are unconditional and absolute and shall not be subject to any reduction, limitation, impairment or termination for any reason (other than upon (i) termination of the Aggregate Commitments, (ii) the indefeasible payment in full in cash of the Guaranteed DebtObligations (other than contingent indemnification obligations for which no claim has been asserted and any Other Liabilities which are not by their terms then due and payable provided that the Agents shall have received such indemnities and collateral security as they shall have required in accordance with the terms of Section 10.11 of the Credit Agreement), including: (iii) the expiration or termination of all Letters of Credit, except to the extent fully Cash Collateralized or supported by another letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent, and (iv) termination of the Administrative Agent’s obligation to endeavor to cause the L/C Issuer to issue Letters of Credit under the Credit Agreement), including any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Debt by operation of law or otherwise; any change in the corporate existenceObligations, structure or ownership of the Borrower or any other guarantor of or other person liable for any of the Guaranteed Debt, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt, or their assets or any resulting release or discharge of any obligation of the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt; or the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Borrower, any other guarantor of the Guaranteed Debt, the Agent or any Lender, or any other person, whether in connection herewith or in any unrelated transactions. The obligations of the 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 the Guaranteed Obligations or otherwise. Without limiting the generality of the Guaranteed Debt or otherwiseforegoing, or any provision of applicable law or regulation purporting to prohibit payment by Borrower or any other guarantor of or other person liable for any of the Guaranteed Debt Obligations of the Guaranteed Debt or any part thereof. Further, the obligations of the each Guarantor hereunder are shall not be discharged or impaired or otherwise affected by: by the failure of the any Agent or any Lender other Credit Party to assert any claim or demand or to enforce any remedy with respect to all under this Guaranty, the Credit Agreement, any other Loan Document or any part of the Guaranteed Debt; other agreement, by any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Debt; 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 Debt or any obligations of any other guarantor of or other person liable for any of the Guaranteed Debt, or any action or failure to act by Agent or any Lender with respect to any collateral securing any part of the Guaranteed Debt; any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed DebtObligations, 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 the any Guarantor or that would otherwise operate as a discharge of the any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed DebtObligations).

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, 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 Debt), including: any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Debt Debt, by operation of law or otherwise; 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 Debt, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt, or their assets or any resulting release or discharge of any obligation of the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt; or the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Borrower, any other guarantor of the Guaranteed Debt, the Agent or any Lender, or any other person, whether in connection herewith or in any unrelated transactions. The obligations of 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 Debt or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by Borrower or any other guarantor of or other person liable for any of the Guaranteed Debt of the Guaranteed Debt or any part thereof. Further, the obligations of the Guarantor hereunder are not discharged or impaired or otherwise affected by: by the failure of the 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 Debt; any waiver or modification of or supplement to any provision of or any agreement relating to the Guaranteed 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 Debt or any obligations of any other guarantor of or other person liable for any of the Guaranteed Debt, or any action or failure to act by Agent or any Lender with respect to any collateral securing any part of the Guaranteed Debt; any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Debt, ; or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of the Guarantor or that would otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Debt).

No Discharge or Diminishment of Guaranty. Except as otherwise provided herein and to the extent provided herein, the The obligations of the each Facility 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 Guaranteed DebtObligations (other than contingent indemnity obligations with respect to then unasserted claims) subject, in all events, to Section 11 hereof), including: including any claim of waiver, release, extension, renewal, settlement, surrender, alteration, alteration or compromise of any of the Guaranteed Debt by operation of law Obligations, and including any renewal, increase, extension, amendment or otherwise; any change in the corporate existence, structure or ownership of the Borrower or any other guarantor of or other person liable for any modification of the Guaranteed DebtObligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt, or their assets or any resulting release or discharge of any obligation of the Borrower, or any other guarantor of or other person liable for any of the Guaranteed Debt; or the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Borrower, any other guarantor of the Guaranteed Debt, the Agent or any Lender, or any other person, whether in connection herewith or in any unrelated transactions. The obligations of the 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 the Guaranteed Obligations or otherwise. In addition, each Facility Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Facility Guarantor and without notice to or further assent by any Facility Guarantor the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the requisite Lenders under the Credit Agreement or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Guaranteed Debt Obligations may be sold, exchanged, waived, surrendered or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by Borrower or any other guarantor of or other person liable for any released. Without limiting the generality of the Guaranteed Debt of foregoing, the Guaranteed Debt or any part thereof. Further, the obligations Obligations of the each Facility Guarantor hereunder are shall not be discharged or impaired or otherwise affected by: by the failure of the any Agent or any Lender other Secured Party to assert any claim or demand or to enforce any remedy with respect to all under this Guaranty, the Credit Agreement, any other Loan Document or any part of the Guaranteed Debt; other agreement, by any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Debt; 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 Debt or any obligations of any other guarantor of or other person liable for any of the Guaranteed Debt, or any action or failure to act by Agent or any Lender with respect to any collateral securing any part of the Guaranteed Debt; any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed DebtObligations, 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 the any Facility Guarantor or that would otherwise operate as a discharge of the any Facility Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all of the Guaranteed DebtObligations (other than contingent indemnity obligations with respect to then unasserted claims) subject, in all events, to Section 11 hereof).