Common use of No Impairment of Guaranteed Obligations Clause in Contracts

No Impairment of Guaranteed Obligations. Guarantor further agrees that Guarantor's liability for the Guaranteed Obligations shall in no way be released, discharged, impaired or affected or subject to any counterclaim, setoff or deduction by (a) any waiver, consent, extension, indulgence, compromise, release, departure from or other action or inaction of Landlord under or in respect of the Lease or this Guaranty, or any obligation or liability of Tenant, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect to the Lease or this Guaranty, (b) any change in the time, manner or place of payment or performance of the Guaranteed Obligations, (c) the acceptance by Landlord of any additional security or any increase, substitution or change therein, (d) the release by Landlord of any security or any withdrawal thereof or decrease therein, (e) any assignment of the Lease or any subletting of all or any portion of the Leased Premises (with or without Landlord's consent), (f) any holdover by Tenant beyond the term of the Lease (g) any termination of the Lease, (h) any release or discharge of Tenant in any bankruptcy, receivership or other similar proceedings, (i) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any remedy for the enforcement of Tenant's liability under the Lease resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, or the rejection or disaffirmance of the Lease in any such proceedings, (j) any merger, consolidation, reorganization or similar transaction involving Tenant, even if Tenant ceases to exist as a result of such transaction, (k) the change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (l) any change in the direct or indirect ownership of all or any part of the shares in Tenant, or (m) to the extent permitted under applicable law, any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable defense or discharge of the liabilities of Guarantor or which might otherwise limit recourse against Guarantor. Guarantor further understands and agrees that Landlord may at any time enter into agreements with Tenant to amend and modify the Lease, and may waive or release any provision or provisions of the Lease, and, with reference to such instruments, may make and enter into any such agreement or agreements as Landlord and Tenant may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Landlord's rights hereunder or Guarantor's obligations hereunder, unless otherwise agreed in writing thereunder or under the Lease.

No Impairment of Guaranteed Obligations. Guarantor further agrees that Guarantor's ’s liability for the Guaranteed Obligations shall in no way be released, discharged, impaired or affected or subject to any counterclaim, setoff or deduction by (a) any waiver, consent, extension, indulgence, compromise, release, departure from or other action or inaction of Landlord under or in respect of the Lease or this Guaranty, or any obligation or liability of Tenant, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect to the Lease or this Guaranty, (b) any change in the time, manner or place of payment or performance of the Guaranteed Obligations, (c) the acceptance by Landlord of any additional security or any increase, substitution or change therein, (d) the release by Landlord of any security or any withdrawal thereof or decrease therein, (e) any assignment of the Lease or any subletting of all or any portion of the Leased Premises (with or without Landlord's ’s consent), (f) any holdover by Tenant beyond the term of the Lease (g) any termination of the Lease, (h) any release or discharge of Tenant in any bankruptcy, receivership or other similar proceedings, (i) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any remedy for the enforcement of Tenant's ’s liability under the Lease resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, or the rejection or disaffirmance of the Lease in any such proceedings, (j) any merger, consolidation, reorganization or similar transaction involving Tenant, even if Tenant ceases to exist as a result of such transaction, (k) the change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (l) any change in the direct or indirect ownership of all or any part of the shares in Tenant, or (m) to the extent permitted under applicable law, any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable defense or discharge of the liabilities of Guarantor or which might otherwise limit recourse against Guarantor. Guarantor further understands and agrees that Landlord may at any time enter into agreements with Tenant to amend and modify the Lease, and may waive or release any provision or provisions of the Lease, and, with reference to such instruments, may make and enter into any such agreement or agreements as Landlord and Tenant may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Landlord's ’s rights hereunder or Guarantor's ’s obligations hereunder, unless otherwise agreed in writing thereunder or under the Lease.

No Impairment of Guaranteed Obligations. Guarantor further agrees that Guarantor's ’s liability for the Guaranteed Obligations shall in no way be released, discharged, impaired or affected or subject to any counterclaim, setoff or deduction by (a) any waiver, consent, extension, indulgence, compromise, release, departure from or other action or inaction of Landlord under or in respect of the Lease or this Guaranty, or any obligation or liability of Tenant, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect to the Lease or this Guaranty, (b) any change in the time, manner or place of payment or performance of the Guaranteed Obligations, (c) the acceptance by Landlord of any additional security or any increase, substitution or change therein, (d) the release by Landlord of any security or any withdrawal thereof or decrease therein, (e) any assignment of the Lease or any subletting of all or any portion of the Leased Premises (with or without Landlord's ’s consent), (f) any holdover by Tenant beyond the term of the Lease (g) any termination of the Lease, (h) any release or discharge of Tenant in any bankruptcy, receivership or other similar proceedings, (i) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any remedy for the enforcement of Tenant's ’s liability under the Lease resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, or the rejection or disaffirmance of the Lease in any such proceedings, (j) any merger, consolidation, reorganization or similar transaction involving Tenant, even if Tenant ceases to exist as a result of such transaction, (k) the change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (l1) any change in the direct or indirect ownership of all or any part of the shares in Tenant, or (m) to the extent permitted under applicable law, any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable defense or discharge of the liabilities of Guarantor or which might otherwise limit recourse against Guarantor. Guarantor further understands and agrees that Landlord may at any time enter into agreements with Tenant to amend and modify the Lease, and may waive or release any provision or provisions of the Lease, and, with reference to such instruments, may make and enter into any such agreement or agreements as Landlord and Tenant may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Landlord's ’s rights hereunder or Guarantor's ’s obligations hereunder, unless otherwise agreed in writing thereunder or under the Lease.

No Impairment of Guaranteed Obligations. Guarantor further agrees that Guarantor's liability for the Guaranteed Obligations shall in no way be released, discharged, impaired or affected or subject to any counterclaim, setoff or deduction by (a) any waiver, consent, extension, indulgence, compromise, release, departure from or other action or inaction of Landlord under or in respect of the Lease or this Guaranty, or any obligation or liability of Tenant, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect to the Lease or this Guaranty, (b) any change in the time, manner or place of payment or performance of the Guaranteed Obligations, (c) the acceptance by Landlord of any additional security or any increase, substitution or change therein, (d) the release by Landlord of any security or any withdrawal thereof or decrease therein, (e) any assignment of the Lease or any subletting of all or any portion of the Leased Premises (with or without Landlord's consent), (f) any holdover by Tenant beyond the term of the Lease (g) any termination of the LeaseLease to the extent of Tenant obligations which expressly survive termination, (h) any release or discharge of Tenant in any bankruptcy, receivership or other similar proceedings, (i) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any remedy for the enforcement of Tenant's liability under the Lease resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, or the rejection or disaffirmance of the Lease in any such proceedings, (j) any merger, consolidation, reorganization or similar transaction involving Tenant, even if Tenant ceases to exist as a result of such transaction, (k) the change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (l) any change in the direct or indirect ownership of all or any part of the shares in Tenant, or (m) to the extent permitted under applicable law, any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable defense or discharge of the liabilities of Guarantor or which might otherwise limit recourse against Guarantor. Guarantor further understands and agrees that Landlord may at any time enter into agreements with Tenant to amend and modify the Lease, and may waive or release any provision or provisions of the Lease, and, with reference to such instruments, may make and enter into any such agreement or agreements as Landlord and Tenant may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Landlord's rights hereunder or Guarantor's obligations hereunder, unless otherwise agreed in writing thereunder or under the Lease.

No Impairment of Guaranteed Obligations. Guarantor further agrees that Guarantor's liability for the Guaranteed Obligations shall in no way be released, discharged, impaired or affected or subject to any counterclaim, setoff or deduction by (a) any waiver, consent, extension, indulgence, compromise, release, departure from or other action or inaction of Landlord under or in respect of the Lease or Purchase Agreement, the Access Agreement and/or this Guaranty, or any obligation or liability of TenantSeller, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect to the Lease or Purchase Agreement, the Access Agreement and/or this Guaranty, (b) any change in the time, manner or place of payment or performance of the Guaranteed Obligations, (c) the acceptance by Landlord of any additional security or any increase, substitution or change therein, (d) the release by Landlord of any security or any withdrawal thereof or decrease therein, (e) any sale of the Leased Premises or any termination or assignment o of the Lease or any subletting of all or any portion of the Leased Premises (with or without Landlord's consent), (f) any holdover by Tenant beyond the term of the Lease (g) any termination of the Lease, (h) any release or discharge of Seller or Tenant in any bankruptcy, receivership or other similar proceedings, (ig) the impairment, limitation or modification of the liability of Seller or Tenant or the estate of Seller or Tenant in bankruptcy or of any remedy for the enforcement of Seller’s or Tenant's liability under the Lease Purchase Agreement or the Lease, respectively, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, or the rejection or disaffirmance of the Lease in any such proceedings, (j) any merger, consolidation, reorganization or similar transaction involving Seller or Tenant, even if Seller or Tenant ceases to exist as a result of such transaction, (k) the change in the corporate relationship between Seller and Guarantor, Tenant and Guarantor or any termination of such relationshiprelationships, (l) any change in the direct or indirect ownership of all or any part of the shares in Seller or Tenant, or (m) to the extent permitted under applicable law, any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable defense or discharge of the liabilities of Guarantor or which might otherwise limit recourse against Guarantor. Guarantor further understands and agrees that Landlord may at any time enter into agreements with Seller to modify Seller’s obligations under the Purchase Agreement or Access Agreement or with Tenant to amend and modify the Lease, and may waive or release any provision or provisions of the Leaseforegoing agreement, and, with reference to such instruments, may make and enter into any such agreement or agreements as Landlord and Tenant Seller or Tenant, as applicable, may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Landlord's rights hereunder or Guarantor's obligations hereunder, unless otherwise agreed in writing thereunder or under the Leasethereunder.

No Impairment of Guaranteed Obligations. Guarantor further agrees that Guarantor's liability for the Guaranteed Obligations shall in no way be released, discharged, impaired or affected or subject to any counterclaim, setoff or deduction by (a) any waiver, consent, extension, indulgence, compromise, release, departure from or other action or inaction of Landlord under or in respect of the Lease or this Guaranty, or any obligation or liability of Tenant, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect to the Lease or this Guaranty, (b) any change in the time, manner or place of payment or performance of the Guaranteed Obligations, (c) the acceptance by Landlord of any additional security or any increase, substitution or change therein, (d) the release by Landlord of any security or any withdrawal thereof or decrease therein, (e) any assignment of the Lease or any subletting of all or any portion of the Leased Premises (with or without Landlord's consent), (f) any holdover by Tenant beyond the term of the Lease Lease, (g) any termination of the Lease, (h) any release or discharge of Tenant in any bankruptcy, receivership or other similar proceedings, (i) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any remedy for the enforcement of Tenant's liability under the Lease resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, or the rejection or disaffirmance of the Lease in any such proceedings, (j) any merger, consolidation, reorganization or similar transaction involving Tenant, even if Tenant ceases to exist as a result of such transaction, (k) the change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (l) any change in the direct or indirect ownership of all or any part of the shares in Tenant, or (m) to the extent permitted under applicable law, any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable defense or discharge of the liabilities of Guarantor or which might otherwise limit recourse against Guarantor. Guarantor further understands and agrees that Landlord may at any time enter into agreements with Tenant to amend and modify the Lease, and may waive or release any provision or provisions of the Lease, and, with reference to such instruments, may make and enter into any such agreement or agreements as Landlord and Tenant may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Landlord's rights hereunder or Guarantor's obligations hereunder, unless otherwise agreed in writing thereunder or under the Lease.

No Impairment of Guaranteed Obligations. Guarantor further agrees that Guarantor's ’s liability for the Guaranteed Obligations shall in no way be released, discharged, impaired or affected or subject to any counterclaim, setoff or deduction by (a) any waiver, consent, extension, indulgence, compromise, release, departure from or other action or inaction of Landlord Sublessor under or in respect of the Lease Sublease or this Guaranty, or any obligation or liability of TenantSublessee, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect to the Lease Sublease or this Guaranty, (b) any change in the time, manner or place of payment or performance of the Guaranteed Obligations, (c) the acceptance by Landlord Sublessor of any additional security or any increase, substitution or change therein, (d) the release by Landlord Sublessor of any security or any withdrawal thereof or decrease therein, (e) any assignment of the Lease Sublease or any subletting of all or any portion of the Leased Premises (with or without Landlord's Sublessor’s or Prime Lessor’s consent), (f) any holdover by Tenant Sublessee beyond the term of the Lease Sublease (g) any termination of the LeaseSublease, (h) any release or discharge of Tenant Sublessee in any bankruptcy, receivership or other similar proceedings, (i) the impairment, limitation or modification of the liability of Tenant Sublessee or the estate of Tenant Sublessee in bankruptcy or of any remedy for the enforcement of Tenant's Sublessee’s liability under the Lease Sublease resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, or the rejection or disaffirmance of the Lease Sublease in any such proceedings, (j) any merger, consolidation, reorganization or similar transaction involving TenantSublessee, even if Tenant Sublessee ceases to exist as a result of such transaction, (k) the change in the corporate relationship between Tenant Sublessee and Guarantor or any termination of such relationship, (l) any change in the direct or indirect ownership of all or any part of the shares in TenantSublessee, or (m) to the extent permitted under applicable law, any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable defense or discharge of the liabilities of Guarantor or which might otherwise limit recourse against Guarantor. Guarantor further understands and agrees that Landlord Sublessor may at any time enter into agreements with Tenant Sublessee to amend and modify the LeaseSublease, and may waive or release any provision or provisions of the LeaseSublease, and, with reference to such instruments, may make and enter into any such agreement or agreements as Landlord Sublessor and Tenant Sublessee may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Landlord's Sublessor’s rights hereunder or Guarantor's ’s obligations hereunder, unless otherwise agreed in writing thereunder or under the LeaseSublease.

No Impairment of Guaranteed Obligations. Guarantor further expressly agrees that Guarantor's liability for the validity of this Guaranty, the Guaranteed Obligations Lease Obligations, and the obligations of Guarantor under this Guaranty shall in no way not be releasedterminated, diminished, discharged, released, or in any way impaired or affected or subject to any counterclaim, setoff or deduction by reason of (a) any waiver, consent, extension, indulgence, compromise, release, departure from or other action or inaction of Landlord under or in respect of amendment to the Lease or any assignment, sublease, or other transfer of any interest in the Lease (Guarantor hereby agreeing that its obligations under this Guaranty shall continue in full force and effect with respect to the Lease as the same may hereafter be amended, assigned, subleased, or otherwise transferred from time to time), or (b) the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease, or (c) any delay, waiver, or failure by Landlord to enforce any of the terms, covenants, or conditions of the Lease, this Guaranty, or any obligation or liability other guaranty of Tenantthe Lease (if any) by any other party, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect to the Lease or this Guaranty, (b) any change in the time, manner or place of payment or performance of the Guaranteed Obligations, (c) the acceptance by Landlord of any additional security or any increase, substitution or change therein, (d) the release granting of any indulgence, release, forbearance, or extension to Tenant, or to Guarantor, or to any other guarantor (if any), all of which may be given or done by Landlord of any security from time to time without notice to Guarantor, or any withdrawal thereof or decrease therein, (e) any sale or other transfer by Landlord of the Property or any interest therein, including without limitation any assignment or collateral assignment of Landlord’s interest in the Lease in connection with any sale or financing of the Property or any subletting of all interest therein, or any portion of the Leased Premises (with or without Landlord's consent), (f) any holdover by Tenant beyond the term of the Lease (g) any termination of the Lease, (h) any release relief or discharge of Tenant in from, or any bankruptcy, receivership or other similar proceedings, (i) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any remedy for the enforcement of Tenant's ’s liability for, any of Tenant’s obligations under the Lease resulting from the by operation of law or otherwise, including, without limitation, in connection with any present proceedings under the bankruptcy laws now or future provisions hereafter enacted or similar laws for the relief of debtors, any bankruptcy code or other statute or from the decision in any court, or the rejection or disaffirmance termination of the Lease in any such proceedings, (j) and any merger, consolidation, reorganization limitation of Tenant’s liability for its obligations or damages under the Lease under such bankruptcy or similar transaction involving laws. Guarantor hereby waives notice of non-payment of Rent or any other amounts to be paid by Tenant under the Lease and waives notice of default or non-performance of any of Tenant’s other covenants, conditions, and agreements contained in the Lease. Guarantor further waives, to the fullest extent permitted by law, any and all legal, equitable, and/or surety defenses to which Guarantor might otherwise be entitled other than (i) that Guarantor has fully performed all of its obligations under this Guaranty and (ii) that Tenant has fully and timely performed all of its obligations under the Lease (which obligations of Tenant, even if for purposes of this Guaranty, shall be determined without regard to any relief or discharge of Tenant ceases from, and without regard to exist any limitation on Tenant’s liability for, its obligations under the Lease by operation of law or otherwise, including without limitation under any proceedings under the bankruptcy laws or similar laws for the relief of debtors). In the event of the avoidance, disgorgement, reduction, reconveyance, or recovery of any payment made by Tenant to Landlord as a result of such transactionpreference under any laws relating to the bankruptcy, (k) the change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (l) any change in the direct or indirect ownership of all or any part of the shares in Tenantreorganization, or (m) to the extent permitted liquidation of debtors, or as a so-called fraudulent conveyance or fraudulent transfer, or under any other applicable law, any other occurrence or circumstance whatsoever, whether similar or dissimilar Landlord shall be entitled to recover on demand the foregoing, which might otherwise constitute a legal or equitable defense or discharge amount of the liabilities of such payment from Guarantor or which might otherwise limit recourse against Guarantor. Guarantor further understands and agrees that Landlord may at any time enter into agreements with Tenant to amend and modify the Lease, and may waive or release any provision or provisions of the Lease, and, with reference to as if such instruments, may make and enter into any such agreement or agreements as Landlord and Tenant may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Landlord's rights hereunder or Guarantor's obligations hereunder, unless otherwise agreed in writing thereunder or under the Leasepayment had never been made by Tenant.