No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 5 contracts
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.), Joinder Agreement (Cotiviti Holdings, Inc.), Joinder Agreement (Cotiviti Holdings, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in Section 10.13), 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 any Obligated PartyBorrower 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 any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender Issuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrowers or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 5 contracts
Samples: Abl Credit Agreement (Party City Holdco Inc.), Credit Agreement (Party City Holdco Inc.), Credit Agreement (Party City Holdco Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in Section 10.12), 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 any Obligated PartyBorrower 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 any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower, the Borrower Representative or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrowers or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 4 contracts
Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in Section 10.12), 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 Obligated Party; other Guarantor of or other Person liable for any of the Guaranteed Obligations, (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; , (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; , (v) any direction as to application of payments by any the Borrower or by any other party; , (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Guaranteed Obligations; , (vii) any payment on or in reduction of any such other guaranty or undertaking; , (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrower, or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Post Holdings, Inc.), Intercreditor Agreement (Post Holdings, Inc.), Intercreditor Agreement (Post Holdings, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than Payment in 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 any Borrower or any other Obligated PartyParty liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, 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 right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Loan 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 any Obligated Party, of the Guaranteed Obligations or any part thereof. (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, the 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; (vii) any direction as waiver or modification of or supplement to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or provision of any other party as agreement relating to the Guaranteed Obligations; (viiiii) any payment on release, non-perfection or in reduction invalidity of any such other guaranty indirect or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by direct security for the obligations of any Borrower for all or (ix) any payment made to any Secured Party on part of the Guaranteed Obligations which or any such Secured obligations of any other Obligated Party repays liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to any Borrower pursuant to court order 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 bankruptcy, reorganization, arrangement, moratorium manner or other debtor relief proceeding, and each to any extent vary the risk of such Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason that would otherwise operate as a discharge of any such proceeding.Loan Guarantor as a matter of law or equity (other than Payment in Full of the Guaranteed Obligations). SECTION 10.04
Appears in 3 contracts
Samples: Credit Agreement (HF Foods Group Inc.), Credit Agreement (HF Foods Group Inc.), Version Credit Agreement (Nautilus, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrower; or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 3 contracts
Samples: Joinder Agreement (Claros Mortgage Trust, Inc.), Joinder Agreement (Claros Mortgage Trust, Inc.), Joinder Agreement (Blackstone Mortgage Trust, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in Section 10.12), 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 Obligated Partyother guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any the Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 2 contracts
Samples: Assignment and Assumption (PSAV, Inc.), Credit Agreement (PSAV, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as expressly set forth in Section 9.12), 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 Obligated Partyother guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any the Borrower or (ix) any payment made to any Secured Party the Lender on the Guaranteed Obligations which any such Secured Party the Lender repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 2 contracts
Samples: Secured Seller Note Agreement (American Water Works Company, Inc.), Secured Seller Note Agreement (American Water Works Company, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactionstransaction; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any the Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment impairment, discharge, termination, or termination otherwise affected by for any reasonreason (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 amendment, waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any change in the corporate existence, structure or ownership of the Borrower or any Obligated Partyother guarantor of or other person liable for any of the Guaranteed Obligations; (iiiiv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (ivv) 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; (vi) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender Lender, or any other Personperson, whether in connection herewith or in any unrelated transactions; (vvii) the failure of the Administrative Agent or any direction as to application of payments by any Borrower or by any other party; (vi) any other continuing Lender or other guaranty, undertaking holder of Obligations to assert any claim or maximum liability demand or to enforce any remedy with respect to all or any part of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination action or increase, decrease failure to act by the Administrative Agent or change in personnel by any Borrower Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (ix) any default, failure or delay, willful or otherwise, in the payment made or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any Secured Party on extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingObligations).
Appears in 2 contracts
Samples: Assignment and Assumption (McGraw Hill Financial Inc), Joinder Agreement (McGraw-Hill Companies Inc)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, 188 impairment or termination for any reasonreason (other than as set forth in Section 10.12), 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 any Obligated PartyBorrower 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 any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower, the Borrower Representative or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrowers or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under for termination of a Loan Guarantor’s obligations on the Termination Date or as expressly permitted by Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender Secured Party or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower the Borrowers or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower Obligated Party or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower Obligated Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 2 contracts
Samples: Security Agreement (Knowlton Development Corp Inc), Security Agreement (Knowlton Development Parent, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.153.14), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and independent of the Guaranteed Obligations or other obligations of any other Loan Guarantor and not subject to any reduction, limitation, impairment or termination for any reason, including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, compromise, invalidity, rescission, irregularity or compromise unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor or proceeds thereof, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower the Borrowers or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or Borrower; (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; (x) the failure of any Loan Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Loan Guaranty; or (xi) any other circumstance (including any statute of limitations), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.
Appears in 2 contracts
Samples: Intercreditor Agreement (Certara, Inc.), Loan Guaranty (Certara, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in Section 10.13), 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 either Borrower or any Obligated Partyother guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any either Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrowers or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any either Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Party City Holdco Inc.), Credit Agreement (Am-Source, LLC)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any First Lien Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any the Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 2 contracts
Samples: Security Agreement (Isos Acquisition Corp.), Security Agreement (Isos Acquisition Corp.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in Section 10.13), 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 either Borrower or any Obligated Partyother Guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any either Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor Guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrowers or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any either Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Party City Holdco Inc.), Credit Agreement (Party City Holdco Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in Section 10.12), 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 Borrowers or any Obligated Partyother guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower the Borrowers or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrowers or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Allscripts Healthcare Solutions, Inc.), Term Loan Agreement (Allscripts Healthcare Solutions, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrower; or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor Lime Finance hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (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 any Obligated PartyBorrower 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 any other 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 right rights which any Loan Guarantor Lime Finance may have at any time against any Obligated Party, the Administrative AgentLender, any Lender or any other Personperson, whether in connection herewith or in any unrelated transactions. The obligations of Lime Finance 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 any Obligated Party, of the Guaranteed Obligations or any part thereof. Further, the obligations of Lime Finance hereunder are not discharged or impaired or otherwise affected by: (i) the failure of Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (vii) any direction as waiver or modification of or supplement to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or provision of any other party as agreement relating to the Guaranteed Obligations; (viiiii) any payment on release, non-perfection, or in reduction invalidity of any such other guaranty indirect or undertaking; (viii) direct security for the obligations of the Borrowers for all or any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on part of the Guaranteed Obligations which or any such Secured Party repays obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by Lender with respect to any Borrower pursuant to court order 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 bankruptcy, reorganization, arrangement, moratorium manner or to any extent vary the risk of Lime Finance or that would otherwise operate as a discharge of Lime Finance as a matter of law or equity (other debtor relief proceeding, and each Loan Guarantor waives any right to than the deferral or modification indefeasible payment in full in cash of its obligations hereunder by reason of any such proceedingthe Guaranteed Obligations).
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (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 Obligated PartyParty liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, 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 right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Loan 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 any Obligated Party, of the Guaranteed Obligations or any part thereof. (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative 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; (vii) any direction as waiver or modification of or supplement to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or provision of any other party as agreement relating to the Guaranteed Obligations; (viiiii) any payment on release, non-perfection or in reduction invalidity of any such other guaranty indirect or undertaking; (viii) direct security for the obligations of the Borrower for all or any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on part of the Guaranteed Obligations which or any such Secured obligations of any other Obligated Party repays liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent or any Lender with respect to any Borrower pursuant to court order 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 bankruptcy, reorganization, arrangement, moratorium manner or other debtor relief proceeding, and each to any extent vary the risk of such Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason that would otherwise operate as a discharge of any such proceedingLoan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations). SECTION 10.04.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Global Brass & Copper Holdings, Inc.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any the Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor Party hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (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 any Loan Party or any other Obligated PartyParty liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, 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 right rights which any Loan Guarantor Party may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether in connection herewith or in any unrelated transactionstransaction. (a) The obligations of each 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 any Obligated Party, of the Guaranteed Obligations or any part thereof. (b) Further, the obligations of any Loan Party hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, the 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; (vii) any direction as waiver or modification of or supplement to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or provision of any other party as agreement relating to the Guaranteed Obligations; (viiiii) any payment on release, non- perfection or in reduction invalidity of any such other guaranty indirect or undertaking; (viii) direct security for the obligations of any dissolution, termination Loan Party for all or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on part of the Guaranteed Obligations which or any such Secured obligations of any other Obligated Party repays liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to any Borrower pursuant to court order 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 bankruptcy, reorganization, arrangement, moratorium manner or other debtor relief proceeding, and each to any extent vary the risk of such Loan Guarantor waives any right to the deferral Party or modification of its obligations hereunder by reason that would otherwise operate as a discharge of any such proceeding.Loan Party as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations). SECTION 10.04
Appears in 1 contract
Samples: Credit Agreement (Big Lots Inc)
No Discharge or Diminishment of Loan Guaranty. (a) Except for the termination or release of a Loan Guarantor’s obligations hereunder as otherwise provided for herein (including under expressly permitted by Section 3.15)3.14, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, including, without limitation: (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 other organizational existence, structure or ownership of any Obligated Party or the lack of legal existence of the Borrower or any other Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their its assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender other Secured Party or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or the Borrower; (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; (x) any increase at any time or from time to time of the Guaranteed Obligations that exceeds the Maximum Liability of any Loan Guarantor hereunder (provided that nothing in this clause shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability); (xi) the release under Section 3.14 or joinder under Section 3.04 of any other Loan Guarantor; (xii) any action or failure to act by the Borrower, any other Loan Guarantor or any other Person which may adversely affect such Loan Guarantor’s rights of contribution or subrogation (if any) against the Borrower to recover payments made under this Loan Guaranty, or this Loan Guaranty or the Credit Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any Loan Guarantor ab initio or at any time after the date hereof; or (xiii) any other circumstance (including statute of limitations), act or omission whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Loan Guarantor for the Guaranteed Obligations, or of such Loan Guarantor under the guarantee contained in this Article 2 (other than the payment in full in cash of all the Guaranteed Obligations). Each Loan Guarantor expressly authorizes the applicable Secured Parties, as set forth in the Loan Documents, to take and hold security for the payment and performance of the Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations all without affecting the obligations of any Loan Guarantor hereunder.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except for the termination or release of a Loan Guarantor’s obligations hereunder as otherwise provided for herein (including under expressly permitted by Section 3.15)3.14, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, including, without limitation: (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 other organizational existence, structure or ownership of any Obligated Party or the lack of legal existence of the Borrower or any other Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their its assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender other Secured Party or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or the Borrower; (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; (x) any increase at any time or from time to time of the Guaranteed Obligations that exceeds the Maximum Liability of any Loan Guarantor hereunder (provided that nothing in this clause shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability); (xi) the release under Section 3.14 or joinder under Section 3.04 of any other Loan Guarantor; (xii) any action or failure to act by the Borrower, any other Loan Guarantor or any other Person which may adversely affect such Loan Guarantor’s rights of contribution or subrogation (if any) against the Borrower to recover payments made under this Loan Guaranty, or this Loan Guaranty or the Credit Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any Loan Guarantor ab initio or at any time after the Closing Date; or (xiii) any other circumstance (including statute of limitations), act or omission whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Loan Guarantor for the Guaranteed Obligations, or of such Loan Guarantor under the guarantee contained in this Article 2 (other than the payment in full in cash of all the Guaranteed Obligations). Each Loan Guarantor expressly authorizes the applicable Secured Parties, as set forth in the Loan Documents, to take and hold security for the payment and performance of the Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations all without affecting the obligations of any Loan Guarantor hereunder.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (ab) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditionalcontinuing, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment impairment, discharge, termination, or termination otherwise affected by for any reasonreason (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 amendment, waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any change in the corporate existence, structure or ownership of the Borrower or any Obligated Partyother guarantor of or other person liable for any of the Guaranteed Obligations; (iiiiv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (ivv) 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; (vi) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender Lender, or any other Personperson, whether in connection herewith or in any unrelated transactions; (vvii) the failure of the Administrative Agent or any direction as to application of payments by any Borrower or by any other party; (vi) any other continuing Lender or other guaranty, undertaking holder of Obligations to assert any claim or maximum liability demand or to enforce any remedy with respect to all or any part of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination action or increase, decrease failure to act by the Administrative Agent or change in personnel by any Borrower Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (ix) any default, failure or delay, willful or otherwise, in the payment made or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any Secured Party on extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Obligations). Each Loan Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any right other Loan Guarantor or any other Person with respect to the deferral or modification of its obligations hereunder by reason of any such proceedingObligations.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder Guarantorhereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination ortermination for any reasonreason (other than the indefeasible payment in full in cash of the GuaranteedObligations), including: 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 ii)any change in the corporate existence, structure or ownership of the Borrower or any Obligated Partyother guarantor ofor other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, ,reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release resultingrelease or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other right orother rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender anyLender, or any other Person, whether in connection herewith or in any unrelated transactions; (vtransactions.(b) The obligations of each Loan Guarantor hereunder are not subject to anydefense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity,illegality, or unenforceability of any direction as of the Guaranteed Obligations or otherwise, or any provision ofapplicable law or regulation purporting to application of payments prohibit payment by any Borrower Obligated Party, of the GuaranteedObligations or by any other party; (vipart thereof.(c) any other continuing or other guarantyFurther, undertaking or maximum liability of a guarantor or the obligations of any other party as Loan Guarantor hereunder are not discharged orimpaired or otherwise affected by: (i) the failure of the Agent or any Lender to assert any claim ordemand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (viiii) anywaiver or modification of or supplement to any provision of any agreement relating to the GuaranteedObligations; (iii) any payment on release, non-perfection, or in reduction invalidity of any such other guaranty indirect or undertaking; (viii) direct security for theobligations of the Borrower for all or any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on part of the Guaranteed Obligations which or any such Secured Party repays obligations of anyother guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failureto act by the Agent or any Lender with respect to any Borrower pursuant collateral securing any part of the GuaranteedObligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance ofany of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in anymanner or to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each extent vary the risk of such Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason that would otherwise operate as adischarge of any such proceeding.Loan Guarantor as a matter of law or equity (other than the indefeasible payment in fullin cash of the Guaranteed Obligations).SECTION 10.04
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in Section 12 of the Intercreditor Agreement), 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 any Obligated PartyBorrower 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 any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.. Exhibit 10.1
Appears in 1 contract
Samples: Credit Agreement (Orion S.A.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditionalcontinuing, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment impairment, discharge, termination, or termination otherwise affected by for any reasonreason (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 amendment, waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any change in the corporate existence, structure or ownership of the Borrower or any Obligated Partyother guarantor of or other person liable for any of the Guaranteed Obligations; (iiiiv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (ivv) 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; (vi) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender Lender, or any other Personperson, whether in connection herewith or in any unrelated transactions; (vvii) the failure of the Administrative Agent or any direction as to application of payments by any Borrower or by any other party; (vi) any other continuing Lender or other guaranty, undertaking holder of Obligations to assert any claim or maximum liability demand or to enforce any remedy with respect to all or any part of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination action or increase, decrease failure to act by the Administrative Agent or change in personnel by any Borrower Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (ix) any default, failure or delay, willful or otherwise, in the payment made or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any Secured Party on extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Obligations). Each Loan Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any right other Loan Guarantor or any other Person with respect to the deferral or modification of its obligations hereunder by reason of any such proceedingObligations.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor Parent hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their such Obligated Party’s assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor Parent may have at any time against any other Obligated Party, the Administrative Agent, any Lender Guaranteed Party or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of Parent 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 any Obligated Party, of its Guaranteed Obligations or any part thereof. (c) Further, the obligations of Parent hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any Guaranteed Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (vii) any direction as waiver or modification of or supplement to application any provision of payments by any Borrower agreement (including this Agreement, any Subsidiary Guaranty or by any other party; (viLoan Document) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as relating to the Guaranteed Obligations; (viiiii) any payment on release, non-perfection, or in reduction invalidity of any such indirect or direct security (if any) for the obligations of Parent for all or any part of its Guaranteed Obligations or any obligations of any other guaranty guarantor of or undertakingother person liable for any of the Guaranteed Obligations; (viiiiv) any dissolution, termination action or increase, decrease or change in personnel failure to act by any Borrower Guaranteed Party with respect to any collateral (if any) securing any part of its Guaranteed Obligations; or (ixv) any default, failure or delay, willful or otherwise, in the payment made or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any Secured Party on extent vary the risk of Parent or that would otherwise operate as a discharge of Parent as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingObligations). SECTION 10.04.
Appears in 1 contract
Samples: Credit Agreement (Schweitzer Mauduit International Inc)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than the indefeasible payment in full in cash of the Guaranteed Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender), 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 Obligated PartyParty liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other 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 right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender Issuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Loan 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 any Obligated Party, of the Guaranteed Obligations or any part thereof. (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, 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; (vii) any direction as waiver or modification of or supplement to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or provision of any other party as agreement relating to the Guaranteed Obligations; (viiiii) any payment on release, non-perfection, or in reduction invalidity of any such other guaranty indirect or undertaking; (viii) direct security for the obligations of the Borrower for all or any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on part of the Guaranteed Obligations which or any such Secured obligations of any other Obligated Party repays liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, any Issuing Bank or any Lender with respect to any Borrower pursuant to court order 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 bankruptcy, reorganization, arrangement, moratorium manner or other debtor relief proceeding, and each to any extent vary the risk of such Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason that would otherwise operate as a discharge of any such proceeding.Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations). SECTION 10.04
Appears in 1 contract
Samples: Execution Version Credit Agreement (Jamf Holding Corp.)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment impairment, discharge, termination, or termination otherwise affected by for any reasonreason (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 waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any change in the corporate existence, structure or ownership of the Borrower or any Obligated Partyother guarantor of or other person liable for any of the Guaranteed Obligations; (iiiiv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (ivv) 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; (vi) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender Lender, or any other Personperson, whether in connection herewith or in any unrelated transactions; (vvii) the failure of the Administrative Agent or any direction as to application of payments by any Borrower or by any other party; (vi) any other continuing Lender or other guaranty, undertaking holder of Obligations to assert any claim or maximum liability demand or to enforce any remedy with respect to all or any part of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination action or increase, decrease failure to act by the Administrative Agent or change in personnel by any Borrower Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (ix) any default, failure or delay, willful or otherwise, in the payment made or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any Secured Party on extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingObligations).
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except To the fullest extent permitted by applicable law and except as otherwise provided for herein (including under Section 3.153.14), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any the Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower the Borrowers or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrowers or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than the indefeasible payment in full in cash of the Guaranteed Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender), 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 Obligated PartyParty liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other 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 right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender Issuing Bank, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions; . (vb) The obligations of each Loan Guarantor hereunder are not subject to any direction as to application defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of payments by any Borrower the invalidity, illegality, or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or unenforceability of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which or otherwise, or any such Secured Party repays provision of applicable law or regulation purporting to prohibit payment by any Borrower pursuant to court order in Obligated Party, of the Guaranteed Obligations or any bankruptcypart thereof. (c) Further, reorganization, arrangement, moratorium or other debtor relief proceeding, and each the obligations of any Loan Guarantor waives hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, any right Issuing Bank or any Lender to the deferral or modification of its obligations hereunder by reason of any such proceeding.129
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower the Borrowers or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or the Borrowers; (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.3
Appears in 1 contract
Samples: SB/RH Holdings, LLC
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder Guarantorhereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination ortermination for any reasonreason (other than the indefeasible payment in full in cash of the GuaranteedObligations), including: 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 ii)any change in the corporate existence, structure or ownership of the Borrower or any Obligated Partyother guarantor ofor other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, ,reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release resultingrelease or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other right orother rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender anyLender, or any other Person, whether in connection herewith or in any unrelated transactions; (vtransactions.(b) The obligations of each Loan Guarantor hereunder are not subject to anydefense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity,illegality, or unenforceability of any direction as of the Guaranteed Obligations or otherwise, or any provision ofapplicable law or regulation purporting to application of payments prohibit payment by any Borrower Obligated Party, of the GuaranteedObligations or by any other party; (vipart thereof.(c) any other continuing or other guarantyFurther, undertaking or maximum liability of a guarantor or the obligations of any other party as Loan Guarantor hereunder are not discharged orimpaired or otherwise affected by: (i) the failure of the Agent or any Lender to assert any claim ordemand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (viiii) anywaiver or modification of or supplement to any provision of any agreement relating to the GuaranteedObligations; (iii) any payment on release, non-perfection, or in reduction invalidity of any such other guaranty indirect or undertaking; (viii) direct security for theobligations of the Borrower for all or any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on part of the Guaranteed Obligations which or any such Secured Party repays obligations of anyother guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failureto act by the Agent or any Lender with respect to any Borrower pursuant to court order in collateral securing any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to part of the deferral or modification of its obligations hereunder by reason of any such proceeding.Guaranteed-136-
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower the Borrowers or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or the Borrowers; (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedingproceeding or (x) the failure of any Loan Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Loan Guaranty.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: 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 any Obligated PartyBorrower 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 any other 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 right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender Secured Party, or any other Person, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Loan 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 any Obligated Party, of the Guaranteed Obligations or any part thereof. (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Agent or any Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (vii) any direction as waiver or modification of or supplement to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or provision of any other party as agreement relating to the Guaranteed Obligations; (viiiii) any payment on release, non-perfection, or in reduction invalidity of any such indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guaranty guarantor of or undertakingother Person liable for any of the Guaranteed Obligations; (viiiiv) any dissolution, termination action or increase, decrease failure to act by the Agent or change in personnel by any Borrower or (ix) any payment made to any Secured Party on with respect to any collateral securing any part of the Guaranteed Obligations which Obligations; or (v) any such Secured Party repays 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 Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each extent vary the risk of such Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason that would otherwise operate as a discharge of any such proceeding.Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations). SECTION 10.04
Appears in 1 contract
Samples: Credit Agreement (Aramark)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Parent Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party or sale of assets by the Obligated Party, in each case whether consented to by any Secured Party or otherwise; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Parent Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactionstransaction; (v) any direction as to application of payments by any the Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower the Borrower; or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Parent Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder Guarantorhereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination ortermination for any reasonreason (other than the indefeasible payment in full in cash of the GuaranteedObligations), including: 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 ii)any change in the corporate existence, structure or ownership of the Borrower or any Obligated Partyother guarantor ofor other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, ,reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release resultingrelease or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other right orother rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender anyLender, or any other Person, whether in connection herewith or in any unrelated transactions; (vtransactions.(b) The obligations of each Loan Guarantor hereunder are not subject to anydefense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity,illegality, or unenforceability of any direction as of the Guaranteed Obligations or otherwise, or any provision ofapplicable law or regulation purporting to application of payments prohibit payment by any Borrower Obligated Party, of the GuaranteedObligations or by any other party; (vipart thereof.(c) any other continuing or other guarantyFurther, undertaking or maximum liability of a guarantor or the obligations of any other party as Loan Guarantor hereunder are not discharged orimpaired or otherwise affected by: (i) the failure of the Agent or any Lender to assert any claim ordemand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (viiii) anywaiver or modification of or supplement to any provision of any agreement relating to the GuaranteedObligations; (iii) any payment on release, non-perfection, or in reduction invalidity of any such other guaranty indirect or undertaking; (viii) direct security for theobligations of the Borrower for all or any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on part of the Guaranteed Obligations which or any such Secured Party repays obligations of anyother guarantor of or other Person liable for any of the Guaranteed Obligations; (iv) any action or failureto act by the Agent or any Lender with respect to any Borrower pursuant to court order in collateral securing any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to part of the deferral or modification of its obligations hereunder by reason of any such proceeding.Guaranteed-133-
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15), the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reason, 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 any Obligated Party; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactionstransaction; (v) any direction as to application of payments by any Borrower Loan Party or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower Loan Party or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower a Loan Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in Section 12 of the Intercreditor Agreement), 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 any Obligated PartyBorrower 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 any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (other than as set forth in the Intercreditor Agreement), 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 any Obligated PartyBorrower 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 any other Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions; (v) any direction as to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations; (vii) any payment on or in reduction of any such other guaranty or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by any Borrower or (ix) any payment made to any Secured Party on the Guaranteed Obligations which any such Secured Party repays to any Borrower the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.
Appears in 1 contract
No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein (including under Section 3.15)herein, the obligations of each Loan Guarantor hereunder are unconditional, irrevocable unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reasonreason (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 any Obligated PartyBorrower 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 any other 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 right rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative either Agent, any Lender Issuing Bank, any Lender, or any other Personperson, whether in connection herewith or in any unrelated transactions. (b) The obligations of each Loan 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 any Obligated Party, of the Guaranteed Obligations or any part thereof. (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of either Agent, 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; (vii) any direction as waiver or modification of or supplement to application of payments by any Borrower or by any other party; (vi) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or provision of any other party as agreement relating to the Guaranteed Obligations; (viiiii) any payment on release, non-perfection, or in reduction invalidity of any such other guaranty indirect or undertaking; (viii) any dissolution, termination or increase, decrease or change in personnel by direct security for the obligations of any Borrower for all or (ix) any payment made to any Secured Party on part of the Guaranteed Obligations which or any such Secured Party repays obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by either Agent, any Issuing Bank or any Lender with respect to any Borrower pursuant to court order 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 bankruptcy, reorganization, arrangement, moratorium manner or other debtor relief proceeding, and each to any extent vary the risk of such Loan Guarantor waives any right to the deferral or modification of its obligations hereunder by reason that would otherwise operate as a discharge of any such proceeding.Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations). Section 10.04
Appears in 1 contract
Samples: Credit Agreement
