No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such Guarantor hereunder. (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 6 contracts
Samples: First Lien Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/), Reaffirmation Agreement (Goodyear Tire & Rubber Co /Oh/), Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
No Limitations. (a) Except for termination of a the Guarantor’s obligations hereunder as expressly provided in Section 12.134.08, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each the Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent Trustee or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document the Indenture, the Notes or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document the Indenture, the Notes or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by from the Collateral Agent Issuer or any other Secured Party Person for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such the Guarantor or otherwise operate as a discharge of such the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties , including pursuant to take Sections 401 and hold security for the payment and performance 403 of the Obligations, to exchange, waive or release any or all such security (with or without considerationIndenture), 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 Obligations, all without affecting the obligations of such Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each the Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Issuer or the unenforceability of the Obligations Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyIssuer, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 5 contracts
Samples: Guaranty (Kansas City Power & Light Co), Guaranty (Kansas City Power & Light Co), Guaranty (Kansas City Power & Light Co)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12 and the limitations set forth in Section 2.07 or in the Supplement pursuant to which such Guarantor became a party hereto, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent any Guaranteed Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Guaranteed Party for any of the Guaranteed Obligations; ;
(iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Guaranteed Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations);
(vi) any illegality, lack of validity or lack of enforceability of any of the Guaranteed Obligations;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Guaranteed Obligations;
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against any Borrower, the Administrative Agent, any other Guaranteed Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Guaranteed Parties;
(xi) any action permitted or authorized hereunder; or
(xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any Guaranteed Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, any Borrower, any Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Guaranteed Obligations (excluding contingent obligations (other than any such obligations in respect of a Letter of Credit) as to which no claim has been made)). Each To the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Secured Guaranteed Parties to take and hold security in accordance with the terms of the Loan Documents 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 such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Parent Borrower or any other Credit Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Parent Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Guaranteed Obligations. The Collateral To the fullest extent permitted by applicable law and in accordance with articles 2021 and 2026 of the Luxembourg Civil Code, each Luxembourg Subsidiary Guarantor waives the bénéfice de discussion and the bénéfice de division. To the fullest extent permitted by applicable law, the Administrative Agent and the other Secured Guaranteed Parties may, at their electionelection and in accordance with the terms of the Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Parent Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Parent Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Parent Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 5 contracts
Samples: Master Guarantee Agreement, Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the applicable Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 5 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Guarantee Agreement (West Corp)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent any Guaranteed Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Guaranteed Party for any of the Guaranteed Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Guaranteed Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations);
(vi) any illegality, lack of validity or lack of enforceability of any of the Guaranteed Obligations;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Guaranteed Obligations;
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Guaranteed Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Guaranteed Parties;
(xi) any action permitted or authorized hereunder; or
(xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any Guaranteed Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Guaranteed Obligations (excluding contingent obligations (other than any such obligations in respect of a Letter of Credit) as to which no claim has been made)). Each Guarantor expressly authorizes the Secured Guaranteed Parties to take and hold security in accordance with the terms of the Loan Documents 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 such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Guaranteed Obligations. The Collateral Administrative Agent and the other Secured Guaranteed Parties may, at their electionelection and in accordance with the terms of the Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 4 contracts
Samples: Master Guarantee Agreement (Endurance International Group Holdings, Inc.), Master Guarantee Agreement (Endurance International Group Holdings, Inc.), Master Guarantee Agreement (Rural/Metro Corp /De/)
No Limitations. (a) Except for termination or release of a Notes Guarantor’s obligations hereunder as expressly provided for in Section 12.132.8 and Article IV, the obligations of each Notes Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Notes Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent Trustee or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Document the Indenture or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document the Indenture or any other agreement, including with respect to any other Notes Guarantor under this AgreementSecured Notes Guarantee; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent Trustee or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Notes Guarantor or otherwise operate as a discharge of such any Notes Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that such Notes Guarantor may have at any time against the Company, the Trustee, or any other corporation or Person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute a defense to, or a legal or equitable discharge of, the Company or any other guarantor or surety (other than defense of payment or performance). Each Notes Guarantor expressly authorizes the Secured Parties (or the Trustee on behalf of the Secured Parties) 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 such any Notes Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Notes Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Notes Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyNotes Guarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent Trustee and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit PartyCompany, in each case without affecting or impairing in any way the liability of any Notes Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Notes Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Notes Guarantor against the Company or any other Credit PartyNotes Guarantor, as the case may be, or any security.
Appears in 4 contracts
Samples: Sixth Supplemental Indenture (ADT, Inc.), First Supplemental Indenture (ADT, Inc.), First Supplemental Indenture (ADT, Inc.)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.136.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwiseotherwise (other than a defense of the indefeasible payment in full in cash of all the Obligations or the performance in full of all the Obligations). Without limiting the generality of the foregoing, except as otherwise expressly provided in Section 6.11, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations or the performance in full of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations or the performance in full of all the Obligations. The Collateral Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cashcash (other than any Secured Cash Management Obligations, Secured Swap Obligations or contingent indemnification obligations and other contingent obligations not then due or asserted). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust), Guarantee and Collateral Agreement (Americold Realty Trust)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwiseotherwise (other than the defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the ObligationsObligations (other than contingent obligations for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been made)). Each Guarantor expressly authorizes the Administrative Agent, for the benefit of the Secured Parties Parties, to take and hold security for the payment and performance of the 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 its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable lawany Requirement of Law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligationsor performance. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cashcash (other than contingent obligations for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been made). To the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable lawRequirement of Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 4 contracts
Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Guaranty Party or the unenforceability of the Obligations Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Guaranty Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Guaranty Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Guaranty Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Guaranty Party, as the case may be, or any security.
Appears in 4 contracts
Samples: Parent Guaranty (Pinnacle Foods Inc.), Guaranty (Freescale Semiconductor Holdings I, Ltd.), Guaranty (Freescale Semiconductor Inc)
No Limitations. (a) Except for the termination and release of a Guarantor’s obligations hereunder as expressly provided in Section 12.136.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Obligations, any impossibility in the performance of any of the Obligations, or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 6.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Administrative Agent or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); (vi) any illegality, lack of validity or lack of enforceability of any of the Obligations; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Obligations; (viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction; (ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date; (x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties, (xi) any action permitted or authorized hereunder; or (xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any other Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Obligations (excluding contingent obligations (other than any such obligations in respect of a Letter of Credit) as to which no claim has been made). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 3 contracts
Samples: Credit Agreement (NCR Corp), Credit Agreement (NCR Corp), Guarantee and Pledge Agreement (NCR Corp)
No Limitations. (a) Except for termination or release of a Guarantor’s Holdings’ obligations hereunder as expressly provided for in Section 12.136.15 and subject to the limitations set forth in clause (h) of this Section 2.01, the obligations of each Guarantor Holdings hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder Holdings hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that Holdings may have at any time against the Borrower, the Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Loan Party or any other guarantor or surety (other than defense of payment or performance). Each Guarantor Holdings expressly authorizes the Agent, on behalf of the Secured Parties Parties, 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 such Guarantor Holdings hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their its election, foreclose on any security held by one or more of them it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them it against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder Holdings hereunder, except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Holdings against the Company or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 3 contracts
Samples: Holdings Guarantee and Pledge Agreement (PlayAGS, Inc.), Holdings Guarantee and Pledge Agreement (AP Gaming Holdco, Inc.), Holdings Guarantee and Pledge Agreement (AP Gaming Holdco, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwiseotherwise (other than a defense of performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the ObligationsObligations or any of them; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash performance of all the Obligations, to the extent of such performance)). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash a defense of all the Obligationsperformance. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully are reduced thereby and indefeasibly paid only to the extent the same are affected in full in cashaccordance with the provisions of this Agreement. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Ami Celebrity Publications, LLC), Revolving Credit Agreement (Ami Celebrity Publications, LLC), Guarantee and Collateral Agreement (Ami Celebrity Publications, LLC)
No Limitations. (a) Except for termination or release of a Subsidiary Guarantor’s obligations hereunder as expressly provided for in Section 12.135(g)(i), the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Subsidiary Guarantor under this AgreementGuaranty; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that such Subsidiary Guarantor may have at any time against the Borrower, the Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Loan Party or any other guarantor or surety (other than defense of payment or performance). Each Subsidiary Guarantor expressly authorizes the Secured Parties (or the Agent on behalf of the Secured Parties) 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 such any Subsidiary Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Company or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 3 contracts
Samples: Subsidiary Guarantee (PlayAGS, Inc.), Subsidiary Guarantee (AP Gaming Holdco, Inc.), Subsidiary Guarantee (AP Gaming Holdco, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations). Each Guarantor expressly authorizes the Secured Parties 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 in accordance with the Security Agreement and other Loan Documents and all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 3 contracts
Samples: Credit Agreement, Amendment and Restatement Agreement (Sabre Corp), Amendment and Restatement Agreement (Sabre Corp)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.12, to the fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.12 (but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged or discharged, impaired or otherwise affected by (i) the failure of the Collateral Agent or Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Collateral Agent or any other Secured Party; (vi) any change in the corporate existence, structure or ownership of any Loan Party, the lack of legal existence of the Borrower or any other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower or any other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Loan Party; (vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Term Loan Credit Agreement, the other Loan Documents or any unrelated transaction; (viii) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Closing Date or (ix) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a defense to, or discharge of such of, the Borrower, any Guarantor or any other guarantor or surety as a matter of law or equity (in each case, other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security Guaranteed Obligations (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 Obligations, all without affecting the obligations of such Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.excluding
Appears in 3 contracts
Samples: Guaranty (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc), Guaranty (J Crew Group Inc)
No Limitations. (a) Except for termination or release of a Limited Guarantor’s obligations hereunder as expressly provided in Section 12.134.12, to the fullest extent permitted by applicable law, the obligations of each Limited Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law and except for termination or release of Limited Guarantor’s obligations hereunder in accordance with the terms of Section 4.12 (but without prejudice to Section 2.04), the obligations of each Limited Guarantor hereunder shall not be discharged or discharged, impaired or otherwise affected by (i) the failure of the Collateral Agent or Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of any security held by the Collateral Administrative Agent or any other Secured Party for the ObligationsGuaranteed Obligations other than a release of the Mortgage; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations; (v) the failure to perfect any security interest in, or the release of, any of the Collateral other than the Mortgage held by or on behalf of the Administrative Agent or any other Secured Party other than the Mortgage; (vi) any change in the corporate existence, structure or ownership of any Loan Party, the lack of legal existence of the Borrower or any Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower or any Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Loan Party; (vii) the existence of any claim, set-off or other rights that Limited Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the First Lien Credit Agreement, the other Loan Documents or any unrelated transaction; (viii) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against Limited Guarantor ab initio or at any time after the Closing Date; or (vix) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such Limited Guarantor or otherwise operate as a defense to, or discharge of such of, the Borrower, any Guarantor or surety as a matter of law or equity (in each case, other than the indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (excluding contingent obligations as to which no claim has been made)). Each Limited Guarantor expressly authorizes the applicable Secured Parties Parties, to the extent permitted by the Mortgage, 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 Obligations, Guaranteed Obligations all without affecting the obligations of such Limited Guarantor hereunder.
(b) To . Anything contained in this Agreement to the fullest extent permitted contrary notwithstanding, the obligations of Limited Guarantor under this Agreement shall be limited by applicable law, each Guarantor waives Section 2.02 and Section 4.13 hereof as well as to an aggregate amount equal to the largest amount that would not render its obligations under this Agreement subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any defense based on or arising out comparable provisions of any defense of the Company similar federal or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable state law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 3 contracts
Samples: First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.), First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.), First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.12, to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.12 (but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged or discharged, impaired or otherwise affected by (i) the failure of the Collateral Agent or Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of any security held by the Collateral Administrative Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Administrative Agent or any other Secured Party; (vi) any change in the corporate existence, structure or ownership of any Loan Party, the lack of legal existence of the Borrower or any other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower or any other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Loan Party; (vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the First Lien Credit Agreement, the other Loan Documents or any unrelated transaction; (viii) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Closing Date or (ix) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a defense to, or discharge of such of, the Borrower, any Guarantor or any other guarantor or surety as a matter of law or equity (in each case, other than the indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (excluding contingent obligations as to which no claim has been made)). Each Guarantor expressly authorizes the applicable Secured Parties Parties, to the extent permitted by the Security Agreement, 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 Obligations, Guaranteed Obligations all without affecting the obligations of such any Guarantor hereunder.
(b) To . Anything contained in this Agreement to the fullest extent permitted by applicable lawcontrary notwithstanding, the obligations of each Guarantor waives under this Agreement shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Agreement subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any defense based on or arising out comparable provisions of any defense of the Company similar federal or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable state law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 3 contracts
Samples: First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.), First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.), First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.10, to the fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent Administrative Agent, any Lender or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this AgreementGuaranty; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations[reserved]; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; (v) [reserved]; (vi) any change in the corporate existence, structure or ownership of any other Loan Party, the lack of legal existence of the Company or any other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Company or any other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any other Loan Party; (vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Company, the Administrative Agent, any Lender or any other Person, whether in connection with the Agreement, the other Loan Documents or any unrelated transaction; (viii) this Guaranty having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date; or (vix) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a defense to, or discharge of such of, the Company, any Guarantor or any other guarantor or surety as a matter of law or equity (in each case, other than the indefeasible payment in full in cash occurrence of all the ObligationsDate of Full Satisfaction). Each Guarantor expressly authorizes Anything contained in this Guaranty to the Secured Parties to take and hold security for the payment and performance of the Obligationscontrary notwithstanding, 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 Obligations, all without affecting the obligations of such each Guarantor hereunderunder this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Guaranty subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any similar federal, state or foreign law.
(b) To the fullest extent permitted by applicable lawLaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part occurrence of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability Date of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cashFull Satisfaction. To the fullest extent permitted by applicable lawLaw, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy and all suretyship defenses.
(c) Each Guarantor acknowledges that it will receive indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Guaranty are knowingly made in contemplation of such Guarantor against the Company or any other Credit Party, as the case may be, or any securitybenefits.
Appears in 3 contracts
Samples: Credit Agreement (Royal Caribbean Cruises LTD), Term Loan Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
No Limitations. (a) Except for termination of a the Guarantor’s 's obligations hereunder as expressly provided in Section 12.134.10, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Paying Agent or any other Secured Credit Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Paying Agent or any other Secured Credit Party for the ObligationsObligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance payment of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such the Guarantor or otherwise operate as a discharge of such the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each The Guarantor expressly authorizes the Secured Credit Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such the Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each the Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyBorrower, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Paying Agent and the other Secured Credit Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party Borrower or exercise any other right or remedy available to them against the Company or any other Credit PartyBorrower, in each case without affecting or impairing in any way the liability of any the Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each the Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such the Guarantor against the Company or any other Credit Party, as the case may be, Borrower or any security.
Appears in 3 contracts
Samples: Guarantee Agreement (Federated Department Stores Inc /De/), Guarantee Agreement (Federated Department Stores Inc /De/), Guarantee Agreement (Macy's, Inc.)
No Limitations. (a) Except for termination or release of a Notes Guarantor’s obligations hereunder as expressly provided for in Section 12.136.11 and Article VII, the obligations of each Notes Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Notes Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent Trustee or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Document this Indenture or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document this Indenture or any other agreement, including with respect to any other Notes Guarantor under this AgreementOffered Securities Guarantee; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent Trustee or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Notes Guarantor or otherwise operate as a discharge of such any Notes Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Issuers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuers or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that such Notes Guarantor may have at any time against the Issuers, the Trustee, or any other corporation or Person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute a defense to, or a legal or equitable discharge of, the Issuers or any other guarantor or surety (other than defense of payment or performance). Each Notes Guarantor expressly authorizes the Secured Parties (or the Trustee on behalf of the Secured Parties) 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 such any Notes Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Notes Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Notes Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyNotes Guarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent Trustee and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company or any other Credit Party Issuers or exercise any other right or remedy available to them against the Company or any other Credit PartyIssuers, in each case without affecting or impairing in any way the liability of any Notes Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Notes Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Notes Guarantor against the Company or any other Credit PartyNotes Guarantor, as the case may be, or any security.
Appears in 3 contracts
Samples: Indenture (ADT Inc.), Indenture (ADT Inc.), Indenture (ADT Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, impairment of or failure to perfect any security Lien held by the Collateral Agent or any other Secured Party for the Obligationspayment and performance of the Obligations or any of them; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties Collateral Agent (i) to take and hold security for the payment and performance of the Obligations, (ii) to exchange, waive or release any or all such security (with or without consideration), (iii) to enforce or apply such security and direct the order and manner of any sale thereof in their its sole discretion or (iv) to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may beapplicable, or any security.
Appears in 3 contracts
Samples: Credit Agreement (United Surgical Partners International Inc), Guarantee and Collateral Agreement (Usp Mission Hills, Inc.), Credit Agreement (AGA Medical Holdings, Inc.)
No Limitations. (a) Except for termination or release of a Subsidiary Guarantor’s obligations hereunder as expressly provided for in Section 12.135(g), and subject to the limitations set forth in clause (g) of this Section 2, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Subsidiary Guarantor under this AgreementGuaranty; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Administrative Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Subsidiary Guarantor or otherwise operate as a discharge of such any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that such Subsidiary Guarantor may have at any time against the Borrower, any Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Loan Party or any other guarantor or surety (other than defense of payment or performance). Each Subsidiary Guarantor expressly authorizes the Secured Parties (or the Agents on behalf of the Secured Parties) 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 such any Subsidiary Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Subsidiary Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartySubsidiary Guarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent Agents and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Company or any other Credit PartySubsidiary Guarantor, as the case may be, or any security.
Appears in 3 contracts
Samples: Subsidiary Guarantee Agreement (Cerence Inc.), Subsidiary Guarantee Agreement (Cec Entertainment Inc), Subsidiary Guarantee Agreement (Cerence Inc.)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Secured Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations, any impossibility in the performance of any of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(ia) the failure of the Collateral Agent any Secured Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(iib) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iiic) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Party for any of the Secured Obligations; ;
(ivd) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Secured Obligations; or ;
(ve) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations that constitute Loan Document Obligations (excluding contingent obligations not yet due);
(f) any illegality, lack of validity or lack of enforceability of any of the Secured Obligations;
(g) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Secured Obligations;
(h) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction;
(i) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Closing Date;
(j) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties;
(k) any action permitted or authorized hereunder; or
(l) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Secured Obligations that constitute Loan Document Obligations (excluding contingent obligations not yet due)). Each Guarantor expressly authorizes the Secured Parties to take and hold security in accordance with the terms of the Loan Documents for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on . Any term or arising out provision of any defense of the Company this Agreement or any other Credit Party or Loan Document to the unenforceability contrary notwithstanding, the maximum aggregate amount of the Secured Obligations or for which any part thereof from any cause, or Guarantor shall be liable shall not exceed the cessation from any cause of the liability of the Company maximum amount for which such Guarantor may be liable without rendering this Agreement or any other Credit PartyLoan Document, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties mayas it relates to such Guarantor, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available subject to them against the Company or any other Credit Partyavoidance under Fraudulent Transfer Laws, in each case without affecting after giving effect (a) to all other liabilities of such Guarantor, contingent or impairing otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in any way respect of intercompany Indebtedness to the liability of any Guarantor hereunder except Borrower to the extent that such Indebtedness would be discharged in an amount equal to the Obligations have been fully amount paid by such Guarantor hereunder) and indefeasibly paid in full in cash. To (b) to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out value of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy assets of such Guarantor against (as determined under the Company applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable Requirements of Law, (ii) Section 3.02 of this Agreement or (iii) any other Credit Party, as contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the case may be, or any securityBorrower of obligations arising under this Agreement.
Appears in 3 contracts
Samples: Master Guarantee Agreement (NorthStar Asset Management Group Inc.), Revolving Bridge Credit Agreement (NorthStar Asset Management Group Inc.), Master Guarantee Agreement (NorthStar Asset Management Group Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the ObligationsObligations or any of them; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash or immediately available funds of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash or immediately available funds of all the ObligationsObligations (other than indemnification obligations for which no claim giving rise thereto has been asserted). The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cashcash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.), Guarantee and Collateral Agreement (Hawaiian Telcom Communications, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.09, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality invalidity or unenforceability of the Obligations Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all in accordance with the Security Agreement and other Loan Documents and all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Revolving Credit Agreement (IASIS Healthcare LLC), Credit Agreement (IASIS Healthcare LLC)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 7.11, to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) except, in the case of any Guarantor, for the release of any of such Guarantor’s Collateral hereunder as expressly provided in Section 7.11, the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the ObligationsPayment In Full). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 accordance with the terms of the Loan Documents in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Loan Party, other than the indefeasible payment Payment in full in cash of all the ObligationsFull. The Collateral Administrative Agent and (acting on behalf of the other Secured Parties Parties) may, at their electionits election and in accordance with the terms of the Loan Documents, foreclose on any security held by one or more of them it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Loan Party or exercise any other right or remedy available to them it against the Company or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations Payment In Full shall have been fully and indefeasibly paid in full in cashoccurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Diplomat Pharmacy, Inc.), Guarantee and Collateral Agreement (Diplomat Pharmacy, Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, to the fullest extent permitted by applicable law, but without prejudice to Section 2.04, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.13, the obligations of each Guarantor hereunder shall not be discharged or discharged, impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Secured Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Secured Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; (v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Collateral Agent or any other Secured Party; (vi) the lack of legal existence of the Borrower or any Guarantor or legal obligation to discharge any of the Guaranteed Obligations by Borrower or any Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Loan Party; or (vvii) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (in each case, other than the indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (unless the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuer). Each Guarantor expressly authorizes acknowledges that the applicable Secured Parties to may 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 Obligations, Guaranteed Obligations all without affecting the obligations of such any Guarantor hereunder. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor under this Agreement shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Agreement subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any similar federal or state law.
(b) To the fullest extent permitted by applicable law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.13, but without prejudice to Section 2.04, to the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or Borrower of any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (unless the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuer). The Collateral Administrative Agent and the other Secured Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company Borrower or any other Credit PartyGuarantor, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cash(other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and all Letters of Credit have expired or terminated (unless the Outstanding Amount of the L/C Obligations related thereto have been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably satisfactory to the applicable L/C Issuer). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Bright Horizons Family Solutions Inc.), Credit Agreement (Bright Horizons Family Solutions Inc.)
No Limitations. (a) Except for termination or release of a Notes Guarantor’s obligations hereunder as expressly provided for in Section 12.132.8 and Article III, the obligations of each Notes Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Notes Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent Trustee or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Document the Indenture or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document the Indenture or any other agreement, including with respect to any other Notes Guarantor under this AgreementSecured Notes Guarantee; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent Trustee or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Notes Guarantor or otherwise operate as a discharge of such any Notes Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that such Notes Guarantor may have at any time against the Company, the Trustee, or any other corporation or Person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute a defense to, or a legal or equitable discharge of, the Company or any other guarantor or surety (other than defense of payment or performance). Each Notes Guarantor expressly authorizes the Secured Parties (or the Trustee on behalf of the Secured Parties) 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 such any Notes Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Notes Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Notes Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyNotes Guarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent Trustee and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit PartyCompany, in each case without affecting or impairing in any way the liability of any Notes Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Notes Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Notes Guarantor against the Company or any other Credit PartyNotes Guarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: First Supplemental Indenture (ADT, Inc.), First Supplemental Indenture (ADT, Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.12, to the fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.12 (but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged or discharged, impaired or otherwise affected by (i) the failure of the Collateral Agent or Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) the failure to perfect any other act security interest in, or omission that may or might in the release of, any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive Collateral held by 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 on behalf of the Obligations, all without affecting the obligations of such Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Collateral Agent or any other Credit Party Secured Party; (vi) any change in the corporate existence, structure or ownership of any Loan Party, the unenforceability lack of legal existence of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on Guarantor or legal obligation to discharge any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with Guaranteed Obligations by the Company Borrower or any other Credit Party Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or exercise reorganization of any Loan Party; (vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other right or remedy available to them against the Company Secured Party or any other Person, whether in connection with the ABL Credit PartyAgreement, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Loan Documents or any other Credit Party, as the case may be, or any security.unrelated transaction; (viii) this Agreement having
Appears in 2 contracts
Samples: Guaranty (Chinos Holdings, Inc.), Guaranty (J Crew Group Inc)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.13SECTION 5.06, and to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Indemnification Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Indemnification Obligations, any impossibility in the performance of any of the Indemnification Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in SECTION 5.06, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent Indemnitee or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document the Indemnification Agreement, this Agreement or otherwise; ;
(ii) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit Document the Indemnification Agreement, this Agreement or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Indemnification Obligations; or ;
(viv) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash termination of all Indemnification Obligations following termination of the Indemnification Agreement);
(v) any illegality, lack of validity or lack of enforceability of any of the Indemnification Obligations or the Indemnification Agreement;
(vi) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, examinership or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Indemnification Obligations;
(vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against Indemnitor, Indemnitee or any other Person, whether in connection with the Indemnification Agreement, the Principal Credit Agreement (subject to SECTION 3.04). , this Agreement or any unrelated transaction;
(viii) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Distribution Date;
(ix) the fact that any Person that, pursuant to the Indemnification Agreement or this Agreement, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to Indemnitee;
(x) any action permitted or authorized hereunder; or
(xi) any other circumstance, or any existence of or reliance on any representation by Indemnitee or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, Indemnitor, any Guarantor or any other guarantor or surety.
(b) Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Indemnitee to release or substitute any one or more other guarantors or obligors upon or in respect of the Indemnification Obligations, all without affecting the obligations of such any Guarantor hereunder.
(bc) To the fullest extent permitted by applicable lawLaw, each Guarantor waives any defense based on or arising out of any defense of the Company Indemnitor or any other Credit Loan Party or the unenforceability of the Indemnification Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Partythereof, other than the indefeasible payment in full in cash termination of all the ObligationsIndemnification Obligations following termination of the Indemnification Agreement. The Collateral Agent and the other Secured Parties Indemnitee may, at their election, foreclose on any security held by one or more its election and in accordance with the terms of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosurethe Indemnification Agreement, compromise or adjust any part of the Indemnification Obligations, make any other accommodation with the Company Indemnitor or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company Indemnitor or any other Credit Party, in each case Guarantor without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent that all obligations under the Obligations Indemnification Agreement have been fully and indefeasibly paid in full in cashterminated. To the fullest extent permitted by applicable lawLaw, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable lawLaw, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Indemnitor or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Indemnification and Reimbursement Agreement (Resideo Technologies, Inc.), Indemnification and Reimbursement Agreement (Resideo Technologies, Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided for in Section 12.135(g), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-set off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this AgreementGuaranty; (iii) the release of of, or the failure to perfect any security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash or immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash or immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower, the Collateral Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Credit Party or any other guarantor or surety. Each Guarantor expressly authorizes the Secured Parties 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 such any Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash or immediately available funds of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (MBOW Four Star, L.L.C.), Guarantee Agreement (MBOW Four Star, L.L.C.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (in each case, except to the extent expressly provided for in any such rescission, waiver, amendment or modification); (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the ObligationsObligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than to the indefeasible extent of any payment in full in cash of all of the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than to the indefeasible extent of any payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operateswould otherwise operate, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Cumulus Media Inc)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release release, non-perfection, impairment, exchange or substitution of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Guaranty Party or the unenforceability of the Obligations Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Guaranty Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Guaranty Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Guaranty Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Guaranty Party, as the case may be, or any security.
(c) Each Guarantor, and by its acceptance of this Agreement, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Agreement and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.
(d) Each Guarantor acknowledges that it will receive indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Agreement are knowingly made in contemplation of such benefits.
Appears in 2 contracts
Samples: Credit Agreement (Corporate Executive Board Co), Credit Agreement (Corporate Executive Board Co)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 12.136(f) or, with respect to any Subsidiary that becomes a party hereto pursuant to Section 13 or otherwise, in any supplement to this Guarantee, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-offsetoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than upon Payment in Full). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not not, to the extent permitted by applicable law, be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; Guarantee;
(iii) the release of of, or the failure to perfect any security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash or immediately available funds of all the Guaranteed Obligations);
(vi) any illegality, lack of validity or unenforceability of any Guaranteed Obligation;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation (other than upon Payment in Full);
(viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against any other Loan Party, the Agent, any other Secured Party or any other person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim for an unrelated transaction; and
(ix) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by the Agent or any other Secured Party that might otherwise constitute a defense to, or a legal or equitable discharge of, any Loan Party or any other guarantor or surety. Each Guarantor expressly authorizes the Secured Parties 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 such any Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor waives (A) any defense based on or arising out of any defense of the Company or any other Credit Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability (including any act or omission of the Company or any Secured Party) of any other Credit Loan Party, other than upon Payment in Full; (B) any defense arising by reason of any disability or other defense of any Loan Party; (C) any defense based on any claim that the indefeasible payment Guarantor’s obligations exceed or are more burdensome than those of any other Loan Party; (D) any right to proceed against any Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in full the power of any Secured Party whatsoever and any defense based upon the doctrine of marshalling of assets or of election of remedies; (E) any benefit of and any right to participate in cash any security now or hereafter held by any Secured Party; and (F) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of all the Obligationsor exonerating guarantors or sureties. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company Borrower or any other Credit PartyGuarantor, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations (other than contingent or unliquidated obligations or liabilities to the extent no claim therefor has been made) have been fully and indefeasibly paid in full in cashcash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (EVERTEC, Inc.), Guarantee Agreement (EVERTEC, Inc.)
No Limitations. (a) Except for the termination or release of a Subsidiary Guarantor’s obligations hereunder as expressly provided in Section 12.13Sections 5.16(a) and 5.16(b), the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality illegality, unenforceability or unenforceability impossibility in the performance of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Sections 5.16(a) and 5.16(b), the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Administrative Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document or otherwise; ,
(ii) any rescission, waiver, amendment or other modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Subsidiary Guarantor under this Agreement; ,
(iii) the release of any security held by the Collateral Administrative Agent or any other Secured Guaranteed Party for any of the Guaranteed Obligations; ,
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or , or
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Subsidiary Guarantor or otherwise operate as a discharge of such any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations)equity. Each Subsidiary Guarantor expressly authorizes the Secured Guaranteed Parties 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 such Subsidiary Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Party, other than the indefeasible payment in full in cash of all the Guaranteed Obligations. The Collateral Administrative Agent and the other Secured Guaranteed Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Party, in each case without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Company Borrower or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement, Bridge Loan Agreement (Facebook Inc)
No Limitations. (a) Except for the termination and release of a GuarantorForeign Borrower’s obligations hereunder as expressly provided in Section 12.138.12, the obligations of each Guarantor Foreign Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Foreign Borrower Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Foreign Borrower Obligations, any impossibility in the performance of any of the Foreign Borrower Obligations, or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 8.12, the obligations of each Guarantor Foreign Borrower hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor Foreign Borrower under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Administrative Agent or any other Secured Party for any of the Foreign Borrower Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Foreign Borrower Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor any Foreign Borrower or otherwise operate as a discharge of such Guarantor any Foreign Borrower as a matter of law or equity (other than the indefeasible payment in full in cash of all the Foreign Borrower Obligations); (vi) any illegality, lack of validity or lack of enforceability of any of the Foreign Borrower Obligations; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, receivership, examinership, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Foreign Borrower Obligations; (viii) the existence of any claim, set-off or other rights that any Foreign Borrower may have at any time against any Foreign Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction; (ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Foreign Borrower ab initio or at any time after the Effective Date; (x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties, (xi) any action permitted or authorized hereunder; or (xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any other Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, any Foreign Borrower or any other guarantor or surety (other than the payment in full in cash of all the Foreign Borrower Obligations (excluding contingent obligations as to which no claim has been made) and the expiration, termination or cash collateralization of each Letter of Credit issued for the account of a Foreign Borrower). Each Guarantor Foreign Borrower expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Foreign Borrower 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 Foreign Borrower Obligations, all without affecting the obligations of such Guarantor any Foreign Borrower hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor Foreign Borrower waives any defense based on or arising out of any defense of the Company any Foreign Borrower or any other Credit Loan Party or the unenforceability of the Foreign Borrower Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company any Foreign Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Foreign Borrower Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Foreign Borrower Obligations, make any other accommodation with the Company any Foreign Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company any Foreign Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor Foreign Borrower hereunder except to the extent the Foreign Borrower Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor Foreign Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Foreign Borrower against the Company any Foreign Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (NCR Corp), Credit Agreement (NCR Corp)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, reason and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, it is agreed that, to the obligations fullest extent permitted by law, the occurrence of each Guarantor hereunder any one or more of the following shall not be discharged alter or impaired or otherwise affected by impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to any Guarantor, the failure time for any performance of or compliance with any of the Collateral Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other agreement or instrument referred to in the Loan Documents shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, or any other agreement or instrument referred to in the Loan Documents, shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;
(iv) any Lien granted to, or in favor of, the Administrative Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from as security for any of the terms Guaranteed Obligations shall fail to attach or provisions ofbe perfected;
(v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release creditor of any security held by the Collateral Agent or any other Secured Party for the ObligationsGuarantor); or
(iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (vvi) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor constitute as a matter of law or equity (a discharge of any Guarantor, other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties 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 Obligations, all without affecting the obligations of such Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Party, Loan Party (other than the indefeasible payment in full in cash of all the Guaranteed Obligations). The Collateral Administrative Agent and the other Secured Guaranteed Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cash). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, .
(c) Notwithstanding anything in this Agreement or any securityother Loan Document to the contrary, the maximum aggregate amount (after giving effect to Sections 3.01 and 3.02 hereof) of the Guaranteed Obligations for which any Guarantor (other than the Parent) shall be liable shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Agreement subject to avoidance under Debtor Relief Laws.
Appears in 2 contracts
Samples: Guarantee Agreement (Noble Midstream Partners LP), Guarantee Agreement (Noble Midstream Partners LP)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Obligations, any impossibility in the performance of any of the Obligations, or otherwise. Without limiting the generality of the foregoing, except for termination or release of its obligations hereunder as expressly provided in Section 5.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; , (ii) any rescission, waiver, amendment amendment, or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; , (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; Obligations or (viv) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company any Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company any Borrower or any other Credit Party, Loan Party (other than the indefeasible payment in full in cash of all the Obligations). The Collateral Administrative Agent and the other Secured Guaranteed Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company any Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company any Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been fully and indefeasibly paid in full in cash). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company any Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (Verisign Inc/Ca), Credit Agreement (Verisign Inc/Ca)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12, to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent any Guaranteed Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Guaranteed Party for any of the Guaranteed Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Guaranteed Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations);
(vi) any illegality, lack of validity or lack of enforceability of any of the Guaranteed Obligations;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Guaranteed Obligations;
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Guaranteed Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Guaranteed Parties;
(xi) any action permitted or authorized hereunder (other than as set out in Section 5.12); or
(xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any Guaranteed Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Guaranteed Obligations (excluding contingent obligations)). Each Guarantor expressly authorizes the Secured Guaranteed Parties to take and hold security in accordance with the terms of the Loan Documents 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 such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (excluding contingent obligations). The Collateral Administrative Agent and the other Secured Guaranteed Parties may, at their electionelection and in accordance with the terms of the Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash (excluding contingent obligations). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Sra International Inc), Master Guarantee Agreement (Sra International Inc)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided for in Section 12.135(g), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-offsetoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this AgreementGuarantee; (iii) the release of of, or the failure to perfect any security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash or immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash or immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, setoff or other rights that the Guarantor may have at any time against the Borrower, the Collateral Agent, the Administrative Agent or any other corporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Credit Party or any other guarantor or surety. Each Guarantor expressly authorizes the Collateral Agent, on behalf of the Secured Parties 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 such any Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash or immediately available funds of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Talos Energy Inc.), Credit Agreement (Talos Energy Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder this Guaranty as expressly provided in Section 12.134.12 hereof (but without prejudice to Section 2.04 hereof), to the fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination of this Guaranty in accordance with the terms of Section 4.12 hereof (but without prejudice to Section 2.04 hereof), the obligations of each Guarantor hereunder shall not be discharged or discharged, impaired or otherwise affected by (i) the failure of the Collateral Agent or Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this AgreementGuaranty; (iii) the release of, or any impairment of any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Collateral Agent or any other act Secured Party; (vi) any change in the corporate existence, structure or omission that may ownership of any Loan Party, the lack of legal existence of the Borrower or might any other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower or any other Guarantor for any reason whatsoever, including, without limitation, in any manner insolvency, bankruptcy or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 reorganization of any sale thereof Loan Party; (vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in their sole discretion connection with the Credit Agreement, the other Loan Documents or any unrelated transaction; (viii) this Guaranty having been determined (on whatsoever grounds) to release be invalid, non-binding or substitute unenforceable against any one other Guarantor ab initio or more at any time after the Effective Date or (ix) any other guarantors or obligors upon or in respect circumstance (including statute of the Obligations, all without affecting the obligations of such Guarantor hereunder.5347156.7 3
(b) To the fullest extent permitted by applicable lawLaw and except for termination of this Guaranty in accordance with the terms of Section 4.12 hereof (but without prejudice to Section 2.04 hereof), each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash Discharge of all the Obligations. The Collateral Administrative Agent and the other Secured Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security Collateral held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security Collateral in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company or any other Credit PartyGuarantor, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Discharge of Obligations have been fully and indefeasibly paid in full in cashhas occurred. To the fullest extent permitted by applicable lawLaw, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable lawLaw, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit PartyGuarantor, as the case may be, or any securityCollateral. To the fullest extent permitted by applicable Law, each Guarantor waives any and all suretyship defenses.
Appears in 2 contracts
Samples: Guaranty (eHealth, Inc.), Credit Agreement (eHealth, Inc.)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12 and the limitations set forth in Section 2.07 or in the Supplement pursuant to which such Guarantor became a party hereto, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent any Guaranteed Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Guaranteed Party for any of the Guaranteed Obligations; ;
(iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Guaranteed Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations);
(vi) any illegality, lack of validity or lack of enforceability of any of the Guaranteed Obligations;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Guaranteed Obligations;
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against any Borrower, the Administrative Agent, any other Guaranteed Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Guaranteed Parties;
(xi) any action permitted or authorized hereunder; or
(xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any Guaranteed Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, any Borrower, any Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Guaranteed Obligations (excluding contingent obligations (other than any such obligations in respect of a Letter of Credit) as to which no claim has been made)). Each To the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Secured Guaranteed Parties to take and hold security in accordance with the terms of the Loan Documents 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 such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than defense of payment in full in cash) or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document Loan Document, Qualified Secured Hedging Agreement, Qualified Secured Cash Management Agreement or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document Loan Document, Qualified Secured Hedging Agreement, Qualified Secured Cash Management Agreement or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the ObligationsObligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (SMURFIT-STONE CONTAINER Corp), Credit Agreement (Smurfit Stone Container Corp)
No Limitations. (a) Except for termination or release of a Subsidiary Guarantor’s obligations hereunder as expressly provided for in Section 12.135(g), the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Subsidiary Guarantor under this AgreementGuaranty; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Subsidiary Guarantor or otherwise operate as a discharge of such any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations). Each Guarantor expressly authorizes ; (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the Secured Parties to take and hold security for the payment and performance corporate existence, structure or ownership of the ObligationsBorrower, to exchangeor any insolvency, waive bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner discharge 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 Obligations, all without affecting the obligations of such Guarantor hereunder.
Guaranteed Obligation (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The ); (viii) the existence of any claim, set-off or other rights that such Subsidiary Guarantor may have at any time against the Borrower, the Collateral Agent and Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment assertion of any such security in lieu of foreclosure, compromise claim by separate suit or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.compulsory counterclaim; and
Appears in 2 contracts
Samples: Subsidiary Guarantee Agreement, Subsidiary Guarantee Agreement (ADT, Inc.)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Obligations, any impossibility in the performance of any of the Obligations, or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 7.13, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Administrative Agent or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations (excluding contingent obligations (other than any such obligations in respect of a Letter of Credit) as to which no claim has been made)); (vi) any illegality, lack of validity or lack of enforceability of any of the Obligations; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Obligations; (viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction; (ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Closing Date; (x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties; (xi) any action permitted or authorized hereunder; or (xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any other Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the payment in full in cash of the Obligations (excluding contingent obligations (other than any such obligations in respect of a Letter of Credit) as to which no claim has been made)). Each Guarantor expressly authorizes the Secured Parties to take and hold security in accordance with the terms of the Loan Documents for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their electionelection and in accordance with the terms of the Loan Documents and applicable law, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc)
No Limitations. (a) Except for termination or release of a Subsidiary Guarantor’s obligations hereunder as expressly provided for in Section 12.135(g), the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Subsidiary Guarantor under this AgreementGuaranty; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Subsidiary Guarantor or otherwise operate as a discharge of such any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that such Subsidiary Guarantor may have at any time against the Borrower, the Collateral Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Loan Party or any other guarantor or surety (other than defense of payment or performance). Each Subsidiary Guarantor expressly authorizes the Secured Parties (or the Collateral Agent on behalf of the Secured Parties) 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 such any Subsidiary Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Subsidiary Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartySubsidiary Guarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Company or any other Credit PartySubsidiary Guarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Subsidiary Guarantee Agreement, Subsidiary Guarantee Agreement (Hospitality Distribution Inc)
No Limitations. (a) Except for termination of a Subsidiary Guarantor’s obligations hereunder as expressly provided in Section 12.136.13, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Purchase Money Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Purchase Money Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Purchase Money Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Subsidiary Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Purchase Money Secured Party for the ObligationsPurchase Money Obligations or any of them; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Purchase Money Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Subsidiary Guarantor or otherwise operate as a discharge of such any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Purchase Money Obligations). Each Subsidiary Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Purchase Money 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 Subsidiary Guarantors or obligors upon or in respect of the Purchase Money Obligations, all without affecting the obligations of such any Subsidiary Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Party Subsidiary Guarantor or the unenforceability of the Purchase Money Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit PartySubsidiary Guarantor, other than the indefeasible payment in full in cash of all the Purchase Money Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Purchase Money Obligations, make any other accommodation with the Company Borrower or any other Credit Party Subsidiary Guarantor or exercise any other right or remedy available to them against the Company Borrower or any other Credit PartySubsidiary Guarantor, in each case without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Purchase Money Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Company Borrower or any other Credit PartySubsidiary Guarantor, as the case may be, or any security. Each Subsidiary Guarantor acknowledges that it will receive substantial direct benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Section 2.03 are knowingly made in contemplation of such benefits.
Appears in 2 contracts
Samples: Purchase Money Loan Guarantee and Collateral Agreement (Sirius Xm Radio Inc.), Purchase Money Loan Guarantee and Collateral Agreement (Sirius Xm Radio Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, impairment of or failure to perfect any security Lien held by the Collateral Agent or any other Secured Party for the Obligationspayment and performance of the Obligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties Collateral Agent (i) to take and hold security for the payment and performance of the Obligations, (ii) to exchange, waive or release any or all such security (with or without consideration), (iii) to enforce or apply such security and direct the order and manner of any sale thereof in their its sole discretion or (iv) to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may beapplicable, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Ameripath Inc), Guarantee and Collateral Agreement (St. Louis Pharmaceutical Services, LLC)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than defense of payment in full in cash) or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the U.S. Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Security Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document Loan Document, Secured Hedging Agreement, Secured Cash Management Agreement or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document Loan Document, Secured Hedging Agreement, Secured Cash Management Agreement or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Security Agent or any other Secured Party for the ObligationsU.S. Secured Obligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the U.S. Secured Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the U.S. Secured Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the U.S. Secured 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 U.S. Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company any Borrower or any other Credit Guaranteed Party or the unenforceability of the U.S. Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company any Borrower or any other Credit Guaranteed Party, other than the indefeasible payment in full in cash of all the U.S. Secured Obligations. The Collateral Security Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the U.S. Secured Obligations, make any other accommodation with the Company any Borrower or any other Credit Guaranteed Party or exercise any other right or remedy available to them against the Company any Borrower or any other Credit Guaranteed Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the U.S. Secured Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company any Borrower or any other Credit Guaranteed Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Loan Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Senior Credit Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Senior Credit Party for the Loan Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Loan Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Loan Obligations). Each Guarantor expressly authorizes the Secured Senior Credit Parties to take and hold security for the payment and performance of the Loan 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 Loan Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable lawLaw, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Guaranty Party or the unenforceability of the Obligations Loan Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Guaranty Party, other than the indefeasible payment in full in cash of all the Loan Obligations. The Administrative Agent, Collateral Agent and the other Secured Senior Credit Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Loan Obligations, make any other accommodation with the Company Borrower or any other Credit Guaranty Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Guaranty Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Loan Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable lawLaw, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable lawLaw, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Guaranty Party, as the case may be, or any security.
(c) In case any provision hereunder shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(d) Each Guarantor and each Senior Credit Party hereby confirm that it is the intention of all such parties that the Guarantee of such Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to this Agreement and the Loan Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 2.3, result in the obligations of such Guarantor under this Agreement not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment hereunder shall be entitled upon payment in full of all guaranteed obligations under this Agreement to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.
(e) Each Guarantor acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the guarantee and waivers made pursuant to this Agreement are knowingly made in contemplation of such benefits.
Appears in 2 contracts
Samples: Guaranty (Polymer Group Inc), Guaranty (Polymer Group Inc)
No Limitations. (a) Except for termination of a Guarantor’s Holdings’ obligations hereunder as expressly provided in Section 12.134.13, the obligations of each Guarantor Holdings hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor Holdings hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor Holdings or otherwise operate as a discharge of such Guarantor Holdings as a matter of law Law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor Holdings expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such Guarantor Holdings hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (CC Media Holdings Inc), Credit Agreement (Clear Channel Communications Inc)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.12, to the fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.12 (but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged or discharged, impaired or otherwise affected by (i) the failure of the Collateral Agent or Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Collateral Agent or any other Secured Party; (vi) any change in the corporate existence, structure or ownership of any Loan Party, the lack of legal existence of the Borrower or any other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower or any other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Loan Party; (vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the ABL Credit Agreement, the other Loan Documents or any unrelated transaction; (viii) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date or (ix) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a defense to, or discharge of such of, the Borrower, any Guarantor or any other guarantor or surety as a matter of law or equity (in each case, other than the indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (excluding contingent obligations as to which no claim has been made). Each Guarantor expressly authorizes the applicable Secured Parties Parties, to the extent permitted by the Security Agreement, 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 Obligations, Guaranteed Obligations all without affecting the obligations of such any Guarantor hereunder. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor under this Agreement shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Agreement subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any similar federal or state law.
(b) To the fullest extent permitted by applicable lawLaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.12 (but without prejudice to Section 2.04), each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (excluding contingent obligations as to which no claim has been made). The Collateral Administrative Agent and the other Secured Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company or any other Credit PartyGuarantor, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash (excluding contingent obligations as to which no claim has been made). To the fullest extent permitted by applicable lawLaw, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable lawLaw, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit PartyGuarantor, as the case may be, or any security. To the fullest extent permitted by applicable Law, each Loan Party waives any and all suretyship defenses.
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12 and the limitations set forth in Section 2.07 or in the Supplement pursuant to which such Guarantor became a party hereto, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Secured Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations, any impossibility in the performance of any of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 5.12 and the limitations set forth in Section 2.07 or in the Supplement pursuant to which such Guarantor became a party hereto, the obligations of each such Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent any Guaranteed Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Guaranteed Party for any of the Secured Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Secured Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations);
(vi) any illegality, lack of validity or lack of enforceability of any of the Secured Obligations;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Secured Obligations;
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Guaranteed Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Guaranteed Parties;
(xi) any action permitted or authorized hereunder; or
(xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any Guaranteed Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the occurrence of the Termination Date). Each To the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Secured Guaranteed Parties to take and hold security in accordance with the terms of the Loan Documents for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible termination or release of its obligations hereunder as expressly provided in Section 5.12 or the payment in full in cash of all the Secured Obligations. The Collateral To the fullest extent permitted by applicable law, the Administrative Agent and the other Secured Guaranteed Parties may, at their electionelection and in accordance with the terms of the Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cashcash or except in the case of the termination and release of the obligations of any such Guarantor hereunder as expressly provided in Section 5.12. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (Vacasa, Inc.), Guarantee Agreement (EverCommerce Inc.)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Secured Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations, any impossibility in the performance of any of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent any Secured Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit First Lien Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit First Lien Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Party for any of the Secured Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Secured Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment occurrence of the Termination Date);
(vi) any illegality, lack of validity or lack of enforceability of any of the Secured Obligations.
(vii) any change in full the corporate existence, structure or ownership of any Loan Party, including by way of merger or amalgamation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Secured Obligations;
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the First Lien Collateral Agent, any other Secured Party or any other Person, whether in cash connection with the First Lien Credit Agreement, the other First Lien Loan Documents or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the First Lien Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties;
(xi) any action permitted or authorized hereunder; or
(xii) any other circumstance, or any existence of all or reliance on any representation by the ObligationsFirst Lien Collateral Agent, any Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the Secured Parties to take and hold security in accordance with the terms of the First Lien Loan Documents for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Party, Loan Party (other than the indefeasible payment in full in cash occurrence of all the ObligationsTermination Date). The First Lien Collateral Agent and the other Secured Parties may, at their electionelection and in accordance with the terms of the First Lien Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cashTermination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (Sotera Health Co), Guarantee Agreement (Sotera Health Topco, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law Law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (CC Media Holdings Inc), Credit Agreement (Clear Channel Communications Inc)
No Limitations. (ai) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.139.14 of the Credit Agreement, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, any impossibility in the performance of the Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (iA) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (iiB) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iiiC) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for any of the Obligations; (ivD) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; or (vE) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(bii) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Trinet Group Inc), First Lien Credit Agreement (Trinet Group Inc)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security security, if any, held by the Collateral Administrative Agent or any other Secured Guaranteed Party for the ObligationsSecured Obligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Secured Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Secured Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their its election, foreclose on any security held by one or more of them it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them it against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operatesmay operate, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (Usg Corp), Guarantee Agreement (Usg Corp)
No Limitations. (a) Except for termination or release of a the Guarantor’s obligations hereunder as expressly provided in Section 12.134.10 (but without prejudice to Section 2.04), to the fullest extent permitted by applicable law, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law and except for termination or release of the Guarantor’s obligations hereunder in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), the obligations of each the Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit [Loan] Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Guaranteed Obligation, any [Loan] Document or any other agreement, including with respect to any other Guarantor under this Agreementagreement or non-perfection or release of collateral; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; (iv) any change in the corporate existence, structure or ownership of the Borrower or any Other Guarantor, the lack of legal existence of the Borrower or any Other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower or any Other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of the Borrower or any Other Guarantor; (v) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower, the Agent or any other Person, whether in connection with the Agreement, the other [Loan] Documents or any unrelated transaction; (vi) this Guarantee having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any Other Guarantor ab initio or at any time after the date hereof; or (vvii) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such the Guarantor or otherwise operate as a defense to, or discharge of such of, the Borrower, the Guarantor or any Other Guarantor or any other surety as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Partycase, other than the indefeasible payment occurrence of the Date of Full Satisfaction). Anything contained in full in cash this Guarantee to the contrary notwithstanding, the obligations of all the Obligations. The Collateral Agent and Guarantor under this Guarantee shall be limited to an aggregate amount equal to the other Secured Parties may, at their election, foreclose on largest amount that would not render its obligations under this Guarantee subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment comparable provisions of any such security in lieu of foreclosuresimilar federal, compromise state or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable foreign law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Fifth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD), Fourth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD)
No Limitations. (a) Except To the extent required by applicable law, except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, or otherwise. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all in accordance with the Security Agreement and other Loan Documents and all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Guaranty Party or the unenforceability of the Obligations Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Guaranty Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Parties may, in accordance with the terms of the Collateral Documents and at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Guaranty Party or exercise any other right or remedy available to them against the Company or any other Credit Guaranty Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Guaranty Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guaranty (VPNet Technologies, Inc.), Guaranty (VPNet Technologies, Inc.)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwiseotherwise (other than Payment in Full of the Guaranteed Obligations). Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12, to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (and each Guarantor hereby waives, to the fullest extent permitted by applicable law, any defense based on or arising out of):
(i) the failure of the Collateral Agent any Guaranteed Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Guaranteed Party for any of the Guaranteed Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Guaranteed Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full Full of the Guaranteed Obligations);
(vi) any illegality, lack of validity or lack of enforceability of any of the Guaranteed Obligations;
(vii) any change in cash the corporate existence, structure or ownership of all any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Guaranteed Obligations;
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Guaranteed Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Guaranteed Parties;
(xi) any action permitted or authorized hereunder; or
(xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any Guaranteed Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the Payment in Full of the Guaranteed Obligations). Each Guarantor expressly authorizes the Secured Guaranteed Parties to take and hold security in accordance with the terms of the Loan Documents 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 such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment Payment in full in cash Full of all the Guaranteed Obligations. The Collateral Administrative Agent and the other Secured Guaranteed Parties may, at their electionelection and in accordance with the terms of the Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Payment in Full of the Guaranteed Obligations shall have been fully and indefeasibly paid in full in cashoccurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Amplify Snack Brands, INC), Credit Agreement (TA Holdings 1, Inc.)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Secured Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations, any impossibility in the performance of any of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent any Secured Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment amendment, restatement or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Party for any of the Secured Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Secured Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations (other than contingent indemnification obligations not yet accrued and payable as to which no claim has been made));
(vi) any illegality, lack of validity or lack of enforceability of any of the Secured Obligations;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Secured Obligations;
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Term Collateral Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties;
(xi) any action permitted or authorized hereunder; or
(xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Term Collateral Agent, any Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Secured Obligations (other than contingent indemnification obligations not yet accrued and payable as to which no claim has been made)). Each Guarantor expressly authorizes the Secured Parties to take and hold security in accordance with the terms of the Loan Documents for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the ObligationsSecured Obligations (other than contingent indemnification obligations not yet accrued and payable as to which no claim has been made). The Term Collateral Agent and the other Secured Parties may, at their electionelection and in accordance with the terms of the Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations (other than contingent indemnification obligations not yet accrued and payable as to which no claim has been made) have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Term Guarantee Agreement (Installed Building Products, Inc.), Term Guarantee Agreement (Installed Building Products, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.136.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release (other than a release of such Guarantor) from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the ObligationsObligations or any of them; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cashcash (it being understood, however, that the foregoing does not independently authorize the Collateral Agent or any holder of Obligations to take any such action in respect of the Collateral other than as permitted by the Security Documents). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Blockbuster Inc), Guarantee and Collateral Agreement (Blockbuster Inc)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.11, to the fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.11 (but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; (v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Collateral Agent or any other Secured Party; (vi) any change in the corporate existence, structure or ownership of any other Loan Party, the lack of legal existence of any Borrower or any other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by any Borrower or any other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any other Loan Party; (vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against any Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction; (viii) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Closing Date; or (vix) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a defense to, or discharge of such of, any Borrower, any Guarantor or any other guarantor or surety as a matter of law or equity (in each case, other than the indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (excluding contingent obligations as to which no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank)). Each Guarantor expressly authorizes the applicable Secured Parties Parties, to the extent permitted by the Security Agreement, 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 Obligations, Guaranteed Obligations all without affecting the obligations of such any Guarantor hereunder. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor under this Agreement shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Agreement subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any similar federal or state law.
(b) To the fullest extent permitted by applicable lawLaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.11 (but without prejudice to Section 2.04), each Guarantor waives any defense based on or arising out of any defense of the Company any Borrower or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company any Borrower or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash of all the ObligationsGuaranteed Obligations (excluding contingent obligations as to which no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank). The Collateral Administrative Agent and the other Secured Parties maymay in accordance with the terms of the Security Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company any Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company or any other Credit PartyGuarantor, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash (excluding contingent obligations as to which no claim has been asserted, obligations under Swap Agreements, Deposit Obligations and the outstanding amount of LC Obligations related to any Letter of Credit that has been cash collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. To the fullest extent permitted by applicable lawLaw, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable lawLaw, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company any Borrower or any other Credit PartyGuarantor, as the case may be, or any security. To the fullest extent permitted by applicable Law, each Loan Party waives any and all suretyship defenses.
Appears in 2 contracts
Samples: Guaranty (Coty Inc.), Guaranty Agreement
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.11, to the fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of, any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.11 (but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged or discharged, impaired or otherwise affected by (in each case, other than the satisfaction of the Termination Conditions),
(i) the failure of the Collateral Agent or Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ,
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other rescission, waiver, restatement, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ,
(iii) the release of, or any impairment of any security held by the Administrative Agent, the Collateral Agent or any other Secured Party for any of the Guaranteed Obligations; ,
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Guaranteed Obligations; or ,
(v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Administrative Agent, the Collateral Agent or any other Secured Party,
(vi) any change in the corporate existence, structure or ownership of any Loan Party, the lack of legal existence of the Borrower or any Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower or any Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Loan Party,
(vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Agreement, the other Loan Documents or any unrelated transaction,
(viii) this Agreement or any provision hereof having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Closing Date, or
(ix) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a defense to, or discharge of such of, the Borrower, any Guarantor or surety as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations)equity. Each Guarantor expressly authorizes authorizes, and acknowledges the right of, the applicable Secured Parties Parties, to the extent permitted by the Security Agreement, to take and hold security for the payment and performance of the Obligations, to exchange, waive Guaranteed Obligations and take any action permitted by the Security Agreement 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 Obligations, all Loan Document without affecting the obligations of such any Guarantor hereunder. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor under this Agreement shall be automatically limited to an aggregate amount equal to the largest amount that would not render its obligations under this Agreement subject to avoidance as a transfer at undervalue, fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any similar federal, state, or other applicable Law.
(b) To the fullest extent permitted by applicable lawLaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.11 (but without prejudice to Section 2.04), each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash satisfaction of all the ObligationsTermination Conditions. The Each Guarantor expressly acknowledges that the Administrative Agent, the Collateral Agent and the other Secured Parties may, in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust of any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company any Guarantor, which action(s) if taken will not affect or any other Credit Party, in each case without affecting or impairing impair in any way the liability of any Guarantor hereunder except to the extent the Obligations Termination Conditions have been fully and indefeasibly paid in full in cashsatisfied. To the fullest extent permitted by applicable lawLaw, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable lawLaw, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit PartyGuarantor, as the case may be, or any security. To the fullest extent permitted by applicable Law, each Guarantor waives any and all suretyship defenses.
Appears in 2 contracts
Samples: First Lien Guaranty (Petco Health & Wellness Company, Inc.), Abl Guaranty (Petco Health & Wellness Company, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Guaranteed Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each If any security is granted to secure the payment of the Obligations, each Guarantor expressly authorizes the Secured Guaranteed Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Guaranteed Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Parent, the Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Parent, the Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Parent, the Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (American Axle & Manufacturing Holdings Inc), Guarantee Agreement (American Axle & Manufacturing Holdings Inc)
No Limitations. (a) Except for the limitations set forth in Section 2.03(c), the termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13 and except as provided in the definition of Obligations with respect to Excluded Swap Obligations, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than a defense of full payment or performance) or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (and, to the fullest extent permitted by applicable Law, each Guarantor hereby waives any defense relating to) (i) the failure of the Administrative Agent, the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release release, non-perfection, impairment, exchange or substitution of any security held by the Administrative Agent, the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Party Guarantor or the unenforceability of the Obligations Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash of all the Obligations. The Administrative Agent, the Collateral Agent and the other Secured Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company Borrower or any other Credit PartyGuarantor, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit PartyGuarantor, as the case may be, or any security. Each Guarantor, and by its acceptance of this Agreement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Agreement and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Agreement at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Agreement not constituting a fraudulent transfer or conveyance. Each Guarantor acknowledges that it will receive direct or indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Agreement are knowingly made in contemplation of such benefits.
Appears in 2 contracts
Samples: Credit Agreement (Wyndham Destinations, Inc.), Credit Agreement (Wyndham Destinations, Inc.)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations, any impossibility in the performance of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for any of the Secured Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Secured Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the ObligationsSecured Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been made)). Each Guarantor expressly authorizes the Collateral Agent, on behalf of the Secured Parties Parties, to take and hold security for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the ObligationsSecured Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been made). The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cashcash (other than contingent obligations for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been made). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (MSG Entertainment Spinco, Inc.)
No Limitations. (a) Except for termination or release of a the Guarantor’s obligations hereunder as expressly provided in Section 12.134.10 (but without prejudice to Section 2.04), to the fullest extent permitted by applicable law, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law and except for termination or release of the Guarantor’s obligations hereunder in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), the obligations of each the Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit [Loan] Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Guaranteed Obligation, any [Loan] Document or any other agreement, including with respect to any other Guarantor under this Agreementagreement or non-perfection or release of collateral; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; (iv) any change in the corporate existence, structure or ownership of the Borrower or any Other Guarantor, the lack of legal existence of the Borrower or any Other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower or any Other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of the Borrower or any Other Guarantor; (v) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower, the Agent or any other Person, whether in connection with the Agreement, the other [Loan] Documents or any unrelated transaction; (vi) this Guarantee having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any Other Guarantor ab initio or at any time after the date hereof; or (vvii) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such the Guarantor or otherwise operate as a defense to, or discharge of such of, the Borrower, the Guarantor or any Other Guarantor or any other surety as a matter of law or equity (in each case, other than the indefeasible payment in full in cash occurrence of all the ObligationsDate of Full Satisfaction). Each Guarantor expressly authorizes Anything contained in this Guarantee to the Secured Parties to take and hold security for the payment and performance of the Obligationscontrary notwithstanding, 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 Obligations, all without affecting the obligations of such the Guarantor hereunderunder this Guarantee shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Guarantee subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any similar federal, state or foreign law.
(b) To the fullest extent permitted by applicable lawlaw and except for termination or release of the Guarantor’s obligations hereunder in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), each the Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Party Other Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit PartyOther Guarantor, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part occurrence of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability Date of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cashFull Satisfaction. To the fullest extent permitted by applicable law, each the Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy and all suretyship defenses.
(c) The Guarantor acknowledges that it will receive indirect benefits from the arrangements contemplated by the [Loan] Documents and that the waivers set forth in this Guarantee are knowingly made in contemplation of such Guarantor against the Company or any other Credit Party, as the case may be, or any securitybenefits.
Appears in 2 contracts
Samples: Fifth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD), Fourth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.139.16, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than defense of payment or performance) or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Loan Document Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the ObligationsLoan Document Obligations or any of them; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Loan Document Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the ObligationsLoan Document Obligations or cash collateralization of Letters of Credit as permitted pursuant to the terms of the Credit Agreement). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Loan Document Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Loan Document Obligations have been fully and indefeasibly paid in full in cashfull. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Security Agreement (National Mentor Holdings, Inc.), Guarantee and Security Agreement (National Mentor Holdings, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 12.136(f) or, with respect to any Subsidiary that becomes a party hereto pursuant to Section 13 or otherwise, in any supplement to this Guarantee, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-offsetoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; Guarantee;
(iii) the release of of, or the failure to perfect any security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash or immediately available funds of all the Guaranteed Obligations);
(vi) any illegality, lack of validity or unenforceability of any Guaranteed Obligation;
(vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash or immediately available funds of all the Guaranteed Obligations);
(viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower, the Agent, any other Secured Party or any other corporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and
(ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any other Secured Party that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any Guarantor or any other guarantor or surety. Each Guarantor expressly authorizes the Secured Parties 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 such any Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor waives (A) any defense based on or arising out of any defense of the Company or any other Credit Loan Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability (including any act or omission of the Company or any Secured Party) of any other Credit Loan Party, other than the indefeasible payment in full in cash or immediately available funds of all the Guaranteed Obligations (other than contingent or unliquidated obligations or liabilities to the extent no claim therefor has been made); (B) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor; (C) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (D) any right to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (E) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (F) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company Borrower or any other Credit PartyGuarantor, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations (other than contingent or unliquidated obligations or liabilities to the extent no claim therefor has been made) have been fully and indefeasibly paid in full in cashcash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (Great Wolf Resorts, Inc.), Guarantee Agreement (EVERTEC, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, any impossibility in the performance of the Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Guaranteed Party for the ObligationsObligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Guaranteed Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operatesmay operate, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (Belo Corp), Guarantee Agreement (Belo Corp)
No Limitations. (a) Except for termination or release of a GuarantorSubsidiary Loan Party’s obligations hereunder as expressly provided in Section 12.137.12, the obligations of each Guarantor Subsidiary Loan Party hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor Subsidiary Loan Party hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor Subsidiary Loan Party under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the ObligationsSecured Obligations or any of them; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Secured Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor any Subsidiary Loan Party or otherwise operate as a discharge of such Guarantor any Subsidiary Loan Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations). Each Guarantor Subsidiary Loan Party expressly authorizes the Secured Parties Parties, to the fullest extent permitted by applicable law, to take and hold security for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such Guarantor any Subsidiary Loan Party hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor Subsidiary Loan Party waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Secured Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor Subsidiary Loan Party hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cashcash or the guarantee of such Subsidiary Loan Party has been terminated or released pursuant to Section 7.12. To the fullest extent permitted by applicable law, each Guarantor Subsidiary Loan Party waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Subsidiary Loan Party against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (PharMerica CORP), Guarantee and Collateral Agreement (PharMerica CORP)
No Limitations. (a) Except for termination or release of a Subsidiary Guarantor’s obligations hereunder as expressly provided for in Section 12.135(g), the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Subsidiary Guarantor under this AgreementGuaranty; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Subsidiary Guarantor or otherwise operate as a discharge of such any Subsidiary Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that such Subsidiary Guarantor may have at any time against the Borrower, the Collateral Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Loan Party or any other guarantor or surety (other than defense of payment or performance). Each Subsidiary Guarantor expressly authorizes the Secured Parties (a) to take and hold security for the payment and performance of the Guaranteed Obligations, (b) to exchange, waive or release any or all such security (with or without consideration)) or take and hold additional security or collateral for the payment of the Secured Obligations or any part of them, (c) to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or (d) 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 such any Subsidiary Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Subsidiary Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartySubsidiary Guarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Company or any other Credit PartySubsidiary Guarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Subsidiary Guarantee Agreement, Subsidiary Guarantee Agreement (DS Services of America, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s 's obligations hereunder as expressly provided in Section 12.137.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Secured Obligations, any impossibility in the performance of the Secured Obligations, or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 7.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for any of the Secured Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Secured Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Secured Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Bz Intermediate Holdings LLC), Credit Agreement (Bz Intermediate Holdings LLC)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.136.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations, any impossibility in the performance of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Administrative Agent or any other Secured Party for any of the Secured Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Secured Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than than, subject to Section 2.04, the indefeasible payment in full in cash of all the ObligationsSecured Obligations to the extent necessary to cause the Termination Date to occur). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Company, any Borrowing Subsidiary or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Company, any Borrowing Subsidiary or any other Credit Loan Party, other than than, subject to Section 2.04, the indefeasible payment in full in cash of all the ObligationsSecured Obligations to the extent necessary to cause the Termination Date to occur. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Company, any Borrowing Subsidiary or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Company, any Borrowing Subsidiary or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent extent, subject to Section 2.04, the Secured Obligations have been fully and indefeasibly paid in full in cashcash to the extent necessary to cause the Termination Date to occur. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Company, any Borrowing Subsidiary or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Knowles Corp), Credit Agreement (Knowles Corp)
No Limitations. (a) Except for termination or release of a Guarantor’s Holdings’ obligations hereunder as expressly provided for in Section 12.136.15 and subject to the limitations set forth in clauses (g) and (h) of this Section 2.01, the obligations of each Guarantor Holdings hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder Holdings hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that Holdings may have at any time against the Borrower, the Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Loan Party or any other guarantor or surety (other than defense of payment or performance). Each Guarantor Holdings expressly authorizes the Agent, on behalf of the Secured Parties Parties, 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 such Guarantor Holdings hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their its election, foreclose on any security held by one or more of them it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them it against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder Holdings hereunder, except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Holdings against the Company or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Holdings Guarantee and Pledge Agreement (Cec Entertainment Inc), Holdings Guarantee and Pledge Agreement (Hospitality Distribution Inc)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13, but without prejudice to Section 2.04, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 4.13, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Secured Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Secured Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; (v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Collateral Agent or any other Secured party; (vi) the lack of legal existence of the Borrower or any Guarantor or legal obligation to discharge any of the Guaranteed Obligations by Borrower or any Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Loan party; or (vvii) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations). Each Guarantor expressly authorizes the applicable Secured Parties 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 Obligations, Guaranteed Obligations all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all in accordance with the Security Agreement and other Loan Documents and all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Guaranty Party or the unenforceability of the Obligations Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Guaranty Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Parties may, in accordance with the terms of the Collateral Documents and at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Guaranty Party or exercise any other right or remedy available to them against the Company or any other Credit Guaranty Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Guaranty Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guaranty (LVB Acquisition, Inc.), Guaranty (Biolectron, Inc.)
No Limitations. (a) Except for termination of a the Guarantor’s 's obligations hereunder as expressly provided in Section 12.134.10, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each the Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Paying Agent or any other Secured Credit Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Paying Agent or any other Secured Credit Party for the ObligationsObligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance payment of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such the Guarantor or otherwise operate as a discharge of such the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each The Guarantor expressly authorizes the Secured Credit Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such the Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Federated Department Stores Inc /De/), Guarantee Agreement (Federated Department Stores Inc /De/)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Guaranty Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Guaranteed Party for any of the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Guaranteed Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Guaranteed Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Parent, the Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Parent, the Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Parent, the Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guaranty Agreement (Willis Group Holdings LTD), Guaranty Agreement (Willis Group Holdings PLC)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided for in Section 12.135(e) and except as otherwise provided under applicable Requirements of Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-set off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, to the extent permitted by applicable Requirements of Law and except for and subject to any limitations in connection with any applicable termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 5(e), the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this AgreementGuaranty; (iii) the release of of, or the failure to perfect any security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash Full of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Guarantor or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the Payment in Full of the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower or any other Guarantor, the Collateral Agent, or any other corporation or Person, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Credit Party or any other guarantor or surety. Each Guarantor expressly authorizes the applicable Secured Parties 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 such any Guarantor hereunder.
(b) . To the fullest extent permitted by applicable lawRequirements of Law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment Payment in full in cash Full of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Payment in Full of the Guaranteed Obligations have has been fully and indefeasibly paid in full in cashmade. To the fullest extent permitted by applicable lawRequirements of Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable lawRequirements of Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)
No Limitations. (a) Except for (x) the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12, (y) the limitations set forth in Section 2.01 and (z) the limitations, if any, specified in a Supplement with respect to any Subsidiary that becomes a party hereto pursuant to Section 5.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Secured Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations, any impossibility in the performance of any of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, except for (x) the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 5.12, (y) the limitations set forth in Section 2.01 and (z) the limitations, if any, specified in a Supplement with respect to any Subsidiary that becomes a party hereto pursuant to Section 5.13, if applicable, the obligations of each Guarantor hereunder hereunder, to the fullest extent permitted by applicable Requirements of Law, shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent any Secured Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document Loan Document, Secured Swap Obligation or Secured Cash Management Obligation or otherwise; ;
(ii) any rescission, waiver, amendment amendment, supplement, restatement or modification of, or any release or departure from any of the terms or provisions of, any Credit Document Loan Document, any Secured Swap Obligation or Secured Cash Management Obligation or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Party for any of the Secured Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Secured Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations (excluding contingent obligations as to which no claim has been made or which are otherwise not due));
(vi) any illegality, lack of validity or lack of enforceability of any of the Credit Agreement, any other Loan Document, or the Secured Obligations;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Secured Obligations (other than the payment in full in cash of all the Secured Obligations (excluding contingent obligations as to which no claim has been made or which are otherwise not due). );
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents, Secured Swap Obligations or Secured Cash Management Obligations or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties;
(xi) any action permitted or authorized hereunder;
(xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any other Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any other Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Secured Obligations (excluding contingent obligations as to which no claim has been made or which are otherwise not due)); or
(xiii) any renewal, extension or acceleration of, or any increase in the amount of the Secured Obligations.
(b) Each Guarantor expressly authorizes the Secured Parties to take and hold security in accordance with the terms of the Loan Documents, the Secured Swap Obligations and the Secured Cash Management Obligations for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(bc) To the fullest extent permitted by applicable lawRequirements of Law, each Guarantor hereby waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the ObligationsSecured Obligations and/or the termination or release of such Guarantor’s obligations hereunder as expressly provided under Section 5.12. The Collateral Administrative Agent and the other Secured Parties may, at their electionelection and in accordance with the terms of the Loan Documents, the Secured Swap Obligations and the Secured Cash Management Obligations, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cashcash and/or such Guarantor has been subject to the termination or release of such Guarantor’s obligations hereunder as expressly provided in Section 5.12. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: First Lien Guarantee Agreement (Franchise Group, Inc.), First Lien Guarantee Agreement (Franchise Group, Inc.)
No Limitations. (a) Except for (x) the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.12, (y) the limitations set forth in Section 2.01 and (z) the limitations, if any, specified in a Supplement with respect to any Subsidiary that becomes a party hereto pursuant to Section 5.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Secured Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations, any impossibility in the performance of any of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, except for (x) the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 5.12, (y) the limitations set forth in Section 2.01 and (z) the limitations, if any, specified in a Supplement with respect to any Subsidiary that becomes a party hereto pursuant to Section 5.13, if applicable, the obligations of each Guarantor hereunder hereunder, to the fullest extent permitted by applicable Requirements of Law, shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Agent any Secured Party or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescission, waiver, amendment amendment, supplement, restatement or modification of, or any release or departure from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; ;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Agent or any other Secured Party for any of the Secured Obligations; ;
(iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Secured Obligations; or ;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations (excluding contingent obligations as to which no claim has been made or which are otherwise not due));
(vi) any illegality, lack of validity or lack of enforceability of any of the Credit Agreement, any other Loan Document, or the Secured Obligations;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Secured Obligations (other than the payment in full in cash of all the Secured Obligations (excluding contingent obligations as to which no claim has been made or which are otherwise not due). );
(viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction;
(ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date;
(x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties;
(xi) any action permitted or authorized hereunder;
(xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any other Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any other Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Secured Obligations (excluding contingent obligations as to which no claim has been made or which are otherwise not due)); or
(xiii) any renewal, extension or acceleration of, or any increase in the amount of the Secured Obligations.
(b) Each Guarantor expressly authorizes the Secured Parties to take and hold security in accordance with the terms of the Loan Documents for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(bc) To the fullest extent permitted by applicable lawRequirements of Law, each Guarantor hereby waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the ObligationsSecured Obligations and/or the termination or release of such Guarantor’s obligations hereunder as expressly provided under Section 5.12. The Collateral Administrative Agent and the other Secured Parties may, at their electionelection and in accordance with the terms of the Loan Documents, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cashcash and/or such Guarantor has been subject to the termination or release of such Guarantor’s obligations hereunder as expressly provided in Section 5.12. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Second Lien Guarantee Agreement (Franchise Group, Inc.), Second Lien Guarantee Agreement (Franchise Group, Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.10 (but without prejudice to Section 2.04), to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit [Loan] Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Guaranteed Obligation, any [Loan] Document or any other agreement, including with respect to any other Guarantor under this AgreementGuarantee or non-perfection or release of collateral; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; (iv) any change in the corporate existence, structure or ownership of the Borrower, any other Guarantor party hereto or any Other Guarantor, the lack of legal existence of the Borrower, any other Guarantor party hereto or any Other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower, any other Guarantor party hereto or any Other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of the Borrower, any other Guarantor party hereto or any Other Guarantor; (v) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Agent or any other Person, whether in connection with the Agreement, the other [Loan] Documents or any unrelated transaction; (vi) this Guarantee having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor party hereto or any Other Guarantor ab initio or at any time after the date hereof; or (vvii) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a defense to, or discharge of of, the Borrower, such Guarantor, any other Guarantor party hereto or any Other Guarantor or other surety as a matter of law or equity (in each case, other than the indefeasible payment in full in cash occurrence of all the ObligationsDate of Full Satisfaction). Each Guarantor expressly authorizes Anything contained in this Guarantee to the Secured Parties to take and hold security for the payment and performance of the Obligationscontrary notwithstanding, 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 Obligations, all without affecting the obligations of such each Guarantor hereunderunder this Guarantee shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Guarantee subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any similar federal, state or foreign law.
(b) To the fullest extent permitted by applicable lawlaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.10 (but without prejudice to Section 2.04), each Guarantor waives any defense based on or arising out of any defense of the Company Borrower, any other Guarantor party hereto or any other Credit Party Other Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower, any other Guarantor party hereto or any other Credit PartyOther Guarantor, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part occurrence of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability Date of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cashFull Satisfaction. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy and all suretyship defenses.
(c) Each Guarantor acknowledges that it will receive indirect benefits from the arrangements contemplated by the [Loan] Documents and that the waivers set forth in this Guarantee are knowingly made in contemplation of such Guarantor against the Company or any other Credit Party, as the case may be, or any securitybenefits.
Appears in 2 contracts
Samples: Fourth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD), Fifth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD)
No Limitations. (a) Except for the termination and release of a Guarantor’s obligations hereunder as expressly provided in Section 12.138.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromisecompromise of any of the Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations Obligations, any impossibility in the performance of any of the Obligations, or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 8.12, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Collateral Administrative Agent or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations); (vi) any illegality, lack of validity or lack of enforceability of any of the Obligations; (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or its assets or any resulting release or discharge of any of the Obligations; (viii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Company, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction; (ix) this Agreement having been determined (on whatsoever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Effective Date; (x) the fact that any Person that, pursuant to the Loan Documents, was required to become a party hereto may not have executed or is not effectually bound by this Agreement, whether or not this fact is known to the Secured Parties, (xi) any action permitted or authorized hereunder; or (xii) any other circumstance (including any statute of limitations), or any existence of or reliance on any representation by the Administrative Agent, any other Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, the Company, any Guarantor or any other guarantor or surety (other than the payment in full in cash of all the Obligations (excluding contingent obligations as to which no claim has been made) and the expiration, termination or cash collateralization of all Letters of Credit). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Loan Party or exercise any other right or remedy available to them against the Company or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (NCR Corp), Credit Agreement (NCR Corp)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.135.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, reason and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or any impossibility in the performance of any of the Obligations, or otherwise. Without limiting the generality of the foregoing, except for termination or release of its obligations hereunder as expressly provided in Section 5.11, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; , (ii) any extension or renewal of any of the Obligations, (iii) any rescission, waiver, amendment amendment, or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; , (iiiiv) the release of, or any impairment of or failure to perfect any Lien on any security held by the Collateral Administrative Agent or any other Secured Party for any of the Obligations; , (ivv) the failure or delay of the Administrative Agent or any other Secured Party to exercise any right or remedy against any other guarantor of the Obligations, (vi) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; , (vii) any lack of validity or unenforceability of this Agreement or any other Loan Document, (viii) any change in ownership of the Borrower or any Guarantor or any merger or consolidation of the Borrower or any Guarantor with any other Person or (vix) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity equity.
(other than the indefeasible payment in full in cash of all the Obligations). b) Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security in accordance with its terms 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(bc) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Party, Loan Party (other than the indefeasible payment in full in cash of all the Obligations). The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder (except to the extent the Obligations have been fully and indefeasibly paid in full in cash). To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security. Any term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount (after giving effect to Sections 3.01 and 3.02 hereof) of the Obligations for which any Guarantor shall be liable shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Agreement subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable state law.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Hess Midstream Partners LP), Revolving Credit Agreement (Hess Midstream Partners LP)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided for in Section 12.135(g), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this AgreementGuaranty; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that such Guarantor may have at any time against the Borrower, the Collateral Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Loan Party or any other guarantor or surety (other than defense of payment or performance). Each Guarantor expressly authorizes the Secured Parties 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 such any Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee Agreement (McGraw-Hill Interamericana, Inc.), Guarantee Agreement (McGraw-Hill Global Education LLC)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for the ObligationsObligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Administrative Agent and the other Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company applicable Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company applicable Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company applicable Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company applicable Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company applicable Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (CCE Spinco, Inc.), Guarantee and Collateral Agreement (Live Nation, Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s Holdings’ obligations hereunder as expressly provided for in Section 12.136.15 and subject to the limitations set forth in clauses (g) and (h) of this Section 2.01, the obligations of each Guarantor Holdings hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder Holdings hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the failure to perfect any security interest in, or the exchange, substitution, release of or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the payment in full in cash in immediately available funds of all the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that Holdings may have at any time against the Borrower, the Collateral Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Loan Party or any other guarantor or surety (other than defense of payment or performance). Each Guarantor Holdings expressly authorizes the Collateral Agent, on behalf of the Secured Parties Parties, 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 such Guarantor Holdings hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash in immediately available funds of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their its election, foreclose on any security held by one or more of them it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them it against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder Holdings hereunder, except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash in immediately available funds. To the fullest extent permitted by applicable law, each Guarantor Holdings waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor Holdings against the Company or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Holdings Guarantee and Pledge Agreement (ADT, Inc.), Holdings Guarantee and Pledge Agreement (ADT, Inc.)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13 and except as provided in the definition of Obligations with respect to Excluded Swap Obligations, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than a defense of the occurrence of the Termination Date) or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release release, non-perfection, impairment, exchange or substitution of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible occurrence of the Termination Date); (vi) any change in the time, place or manner of payment in full in cash or of all any other term (including increasing the amount) with respect to the Obligations; (vii) any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the guaranty made hereby; (viii) any change to the corporate structure or assets of the Borrower or any other Guarantor; (ix) any failure of the Secured Parties to disclose information about the Borrower to the Guarantors; (x) any failure of any other Guarantor to sign this Guaranty; (xi) any rights to set-off or other counterclaims a Guarantor may have or (xii) any other circumstance that may constitute a defense available to a Guarantor (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Party Guarantor of the invalidity or the unenforceability of the Obligations Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash occurrence of all the ObligationsTermination Date. The Collateral Agent and the other Secured Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company Borrower or any other Credit PartyGuarantor, in each case without affecting or impairing in any way the liability of any Guarantor hereunder hereunder, except to the extent the Obligations have been fully and indefeasibly paid in full in cashTermination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit PartyGuarantor, as the case may be, or any security. To the fullest extent permitted by applicable law, each Guarantor waives any and all suretyship defenses.
(c) Each Guarantor, and by its acceptance of this Agreement, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Agreement and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.
(d) Each Guarantor acknowledges that it will receive indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Agreement are knowingly made in contemplation of such benefits.
Appears in 2 contracts
Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided for in Section 12.135(h), the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-set off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwiseotherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by by: (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this AgreementGuaranty; (iii) the release of of, or the failure to perfect any security interest in, or the exchange, substitution, release or any impairment of, any security held by the Collateral Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash Full of all the Guaranteed Obligations); (vi) any illegality, lack of validity or enforceability of any Guaranteed Obligation; (vii) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Guaranteed Obligation (other than the Payment in Full of the Guaranteed Obligations); (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower, the Collateral Agent, or any other corporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; and (ix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Credit Party or any other guarantor or surety. Each Guarantor expressly authorizes the Secured Parties 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 such any Guarantor hereunder.
(b) . To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit PartyGuarantor, other than the indefeasible payment Payment in full in cash Full of all the Guaranteed Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by any manner permitted by Law, including by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Company Borrower or any other Credit Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cashcash or immediately available funds. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit PartyGuarantor, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 7.12(a) or (b), to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit other Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) except, in the case of any Guarantor, for the release of any of such Guarantor’s Collateral hereunder as expressly provided in Section 7.12(c), the release of any security held by the Collateral Administrative Agent or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of any of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the ObligationsPayment In Full). Each Guarantor expressly authorizes the Secured Parties to take and hold security in accordance with the terms of the Loan Documents for the payment and performance of the 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 accordance with the terms of the Loan Documents in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)
No Limitations. (a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitationlimitation (other than as set forth in Section 7.18), impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, any impossibility in the performance of the Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations (it being understood and agreed that if any payment in cash shall have been made by the Credit Parties in respect of any Obligations, then, subject to Section 2.04, the amount of the Obligations outstanding and guaranteed hereunder shall be reduced to the extent of the amount of such payment)). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations (it being understood and agreed that if any payment in cash shall have been made by the Credit Parties in respect of any Obligations, then, subject to Section 2.04, the amount of the Obligations outstanding and guaranteed hereunder shall be reduced to the extent of the amount of such payment). The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Guaranty Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Guaranteed Party for any of the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; (v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Loan Party; (vi) any insolvency or similar proceeding of any other Loan Party; or (vvii) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by any other Loan Party to any Guaranteed Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, insolvency, liquidation, administration or similar proceeding involving such other Loan Party. Each Guarantor expressly authorizes the Secured Guaranteed Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives (i) any right to require any Guaranteed Party, as a condition of payment or performance by such Guarantor, to proceed against any Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) any defense based on or arising out of any defense of the Company any Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company any Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the ObligationsObligations and (iii) any law or regulation of any jurisdiction or any other event affecting any term of any Obligation. The Collateral Agent and the other Secured Guaranteed Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Parent, the Borrowers or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Parent, the Borrowers or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Parent, any Borrower or any other Credit Loan Party, as the case may be, or any security.
(c) Each Guarantor, and by its acceptance of this Guaranty Agreement, the Administrative Agent and each other Guaranteed Party, hereby confirms that it is the intention of all such Persons that this Guaranty Agreement and the Guarantee of the Obligations by each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Agreement and the Guarantee of the Obligations by each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Guaranteed Parties and the Guarantors hereby irrevocably agree that the Guarantee of the Obligations by each Guarantor (other than the Parent) under this Guaranty Agreement at any time shall be limited to the maximum amount as will result in the Guarantee of such Guarantor under this Guaranty Agreement not constituting a fraudulent transfer or conveyance after giving full effect to the liability under this Guaranty Agreement and any contribution rights set forth in Section 3.02 but before taking into account any liabilities under any other Guarantee.
(d) To the extent that any Guarantor shall be required hereunder to pay any portion of any Obligations exceeding the greater of (i) the amount of the value actually received by such Guarantor and its Subsidiaries (other than any Borrowers) from the Facility and (ii) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Obligations (excluding the amount thereof repaid by any Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all Guarantees of such Guarantor other than the Guarantee of the Obligations will be deemed to be enforceable and payable after the Guarantee of the Obligations.
Appears in 2 contracts
Samples: Guaranty Agreement (Willis Towers Watson PLC), Guaranty Agreement (Willis Towers Watson PLC)
No Limitations. No Credit Party will, nor will it permit its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment pay dividends or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or make any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from distribution on any of the terms or provisions ofsuch Person's capital stock, any Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such Guarantor hereunder.
(b) To pay any Indebtedness owed to the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one (c) make loans or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or advances to any other Credit Party or exercise (d) transfer any other right or remedy available of its property to them against the Company or any other Credit Party, in each case without affecting except for encumbrances or impairing restrictions existing under or by reason of (i) customary non-assignment or net worth provisions in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable lawlease governing a leasehold interest, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation license or other right contract, (ii) any agreement or remedy other instrument of a Person existing at the time it becomes a Subsidiary of the Borrower; provided that such Guarantor against the Company encumbrance or restriction is not applicable to any other Credit Party, as the case may bePerson, or any securityproperty of any other Person, other than such Person becoming a Subsidiary of the Borrower and was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (iii) this Credit Agreement and the other Credit Documents, (iv) any agreement of a Credit Party or any of its Subsidiaries in effect as of the Closing Date governing Indebtedness of a Credit Party or any of its Subsidiaries outstanding as of the Closing Date and, if such Indebtedness is renewed, extended or refinanced in accordance with the terms of this Credit Agreement, such other restrictions in the agreements governing the renewed, extended or refinanced Indebtedness (and successive renewals, extensions and refinancings thereof in accordance with the terms of this Credit Agreement) provided such restrictions are no more restrictive in any material respect than those contained in the agreements governing such outstanding Indebtedness being renewed, extended or refinanced, (v) any agreement governing Indebtedness permitted by Section 8.1(f), (g) and (k) provided such restrictions are no more restrictive in any material respect than those contained in the Credit Documents, (vi) any agreement governing Indebtedness permitted by Section 8.1(h), (vii) any agreement of a Foreign Subsidiary governing Indebtedness permitted by Section 8.1(j), (viii) any agreement establishing Permitted Liens with respect to those assets subject to such Permitted Liens and (ix) any agreement of a foreign joint venture in effect at such time such foreign joint venture becomes a Subsidiary of a Credit Party.
Appears in 2 contracts
Samples: Credit Agreement (Ivex Packaging Corp /De/), Credit Agreement (Ivex Packaging Corp /De/)
No Limitations. (a) Except for the termination or release of a the Guarantor’s obligations hereunder as expressly provided in Section 12.136.12 and the adjustment provisions set forth in Section 3 of the Note (the “Reduction Provisions”), and subject to Section 2.09, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoingforegoing but subject to the Reduction Provisions, the obligations of each the Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent Sellers’ Representative or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement[reserved]; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent Sellers’ Representative or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the ObligationsNote; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such the Guarantor or otherwise operate as a discharge of such the Guarantor as a matter of law or equity (other than the indefeasible Reduction Provisions and, subject to Section 2.04, the payment in full in cash of all the ObligationsObligations to the extent necessary to cause the Termination Date to occur). Each The Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such the Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Knowles Corp), Purchase and Sale Agreement (Knowles Corp)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.12, the obligations of each the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Secured Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each the Guarantor hereunder shall not be discharged or impaired or otherwise affected by by:
(i) the failure of the Collateral Facility Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; ;
(ii) any rescissionand all rescissions, waiverwaivers, amendment extensions, restatements, supplements, adjustments, indulgences, forbearances, compromises, amendments or modification modifications of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement;
(iii) the insolvency, including with respect to bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any of the Borrowers or any other Guarantor under this Agreementparty at any time liable for the payment of all or part of the indebtedness evidenced by the Facility Agreement or any Secured Obligations; or any dissolution, consolidation or merger of any of the Borrowers or Guarantor, or any sale, lease or transfer of any or all of the assets of any of the Borrowers or Guarantor, or any changes in the ownership, partners or members of any of the Borrowers or Guarantor;
(iiiiv) the invalidity, illegality or unenforceability of all or any part of the indebtedness evidenced by the Facility Agreement or any Secured Obligations, or any document or agreement executed in connection with the indebtedness evidenced by the Notes or any Secured Obligations, for any reason whatsoever, including, without limitation, the fact that the indebtedness evidenced by the Notes, or any part thereof exceeds the amount permitted by law, the act of creating the indebtedness evidenced by the Notes or any Secured Obligations or any part thereof is ultra xxxxx, the representatives executing the Notes or the other Loan Documents or otherwise creating the indebtedness evidenced by the Notes or any Secured Obligations acted in excess of their authority, the indebtedness evidenced by the Notes violates applicable usury laws, Borrowers have valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the indebtedness evidenced by the Notes or any Secured Obligations wholly or partially uncollectible from Borrower, the creation, performance or repayment of the indebtedness evidenced by the Notes or any Secured Obligations is illegal, uncollectible, legally impossible or unenforceable, or any of the other Loan Documents pertaining to the indebtedness evidenced by the Notes or any Secured Obligations are irregular or not genuine or authentic;
(v) the taking or accepting of any other security, collateral or guarantee, or other assurance of the payment or performance, for all or any of the indebtedness evidenced by the Notes or any of the Secured Obligations;
(vi) the release of any security held by the Collateral Facility Agent or any other Secured Party for the Secured Obligations; ;
(ivvii) the failure of any Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security;
(viii) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the indebtedness evidenced by the Notes or the Secured Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guarantee in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the indebtedness evidenced by the Notes or the Secured Obligations;
(ix) any payment by Borrowers to Lender held to constitute a preference under the Bankruptcy Code, or for any reason Lender is required to refund such payment or pay such amounts to such Borrowers, or any other person;
(x) any other action taken or omitted to be taken with respect to the Loan Documents, the indebtedness evidenced by the Notes or the Secured Obligations, the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Secured Obligations;
(xi) any default, failure or delay, wilful willful or otherwise, in the performance of the Secured Obligations; or or
(vxii) any other act or omission that may or might in any manner or to any extent vary the risk of such the Guarantor or otherwise operate as a discharge of such the Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations). Each The Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such the Guarantor hereunder.
(b) To It is the fullest extent permitted by applicable lawunambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay and perform the Secured Obligations when due, each Guarantor waives notwithstanding any defense based on occurrence, circumstance, event, action or arising out of any defense of omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the Company or any other Credit Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company or any other Credit Party, other than the indefeasible full and final payment in full in cash and satisfaction of all the Secured Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company or any other Credit Party or exercise any other right or remedy available to them against the Company or any other Credit Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company or any other Credit Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Facility Agreement, Facility Agreement (Equinix Inc)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations, any impossibility in the performance of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for any of the Secured Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Secured Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Secured 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 Secured Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company Borrower or any other Credit Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company Borrower or any other Credit Loan Party, other than the indefeasible payment in full in cash of all the Secured Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 12.137.12, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, any impossibility in the performance of the Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Administrative Agent or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment Payment in full in cash Full of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of Holdings, the Company Borrower or any other Credit Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of Holdings, the Company Borrower or any other Credit Loan Party, other than the indefeasible payment Payment in full in cash Full of all the Obligations. The Collateral Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company Borrower or any other Credit Loan Party or exercise any other right or remedy available to them against the Company Borrower or any other Credit Loan Party, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid Paid in full in cashFull. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company Borrower or any other Credit Loan Party, as the case may be, or any security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Allegion PLC), Guarantee and Collateral Agreement (Allegion PLC)
No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 12.134.13 and except as provided in the definition of Obligations with respect to Excluded Swap Obligations, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than a defense of full payment or performance) or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Credit Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Credit Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release release, non-perfection, impairment, exchange or substitution of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, wilful willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of such any Guarantor or otherwise operate as a discharge of such any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the 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 Guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of such any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Company either Borrower or any other Credit Party Guarantor or the unenforceability of the Obligations Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Company either Borrower or any other Credit PartyGuarantor, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties maymay in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Company either Borrower or any other Credit Party Guarantor or exercise any other right or remedy available to them against the Company either Borrower or any other Credit PartyGuarantor, in each case without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company either Borrower or any other Credit PartyGuarantor, as the case may be, or any security.
(c) Each Guarantor, and by its acceptance of this Agreement, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Agreement and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.
(d) Each Guarantor acknowledges that it will receive indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Agreement are knowingly made in contemplation of such benefits.
Appears in 2 contracts
Samples: Guaranty (Restaurant Brands International Limited Partnership), Guaranty (Burger King Worldwide, Inc.)
