No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or di...
No Release of Guarantor. None of the following or any combination thereof shall release discharge or in any way lessen or affect the liability of the Guarantor under this Deed:
5.6.1 any neglect delay or forbearance of the Landlord in endeavouring to obtain payment of the rents or other amounts required to be paid by the Tenant or Assignee and/or in enforcing the performance or observance of any of the obligations of the Tenant under this Deed or the Tenant or Assignee under the Lease;
5.6.2 any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant or Assignee at a time when the Landlord was entitled (or would after the service of a notice under section 146 of the Law of Property Xxx 0000 have been entitled) to re-enter the Premises;
5.6.3 any extension of time given by the Landlord to the Tenant or Assignee;
5.6.4 (subject to section 18 of the Landlord and Tenant (Covenants) Act 1995) any variation of the terms of the Lease (including any reviews of the rent payable under the Lease) or the transfer of the Landlord’s reversion or the assignment of this Deed or the Lease with or without the consent of the Guarantor;
5.6.5 any change in the identity constitution structure or powers of any of the Tenant the Assignee the Guarantor or the Landlord or the liquidation administration or bankruptcy (as the case may be) of the Guarantor, the Tenant or the Assignee;
5.6.6 any legal limitation or any immunity disability or incapacity of the Tenant or the Assignee (whether or not known to the Landlord) or the fact that any dealings with the Landlord by the Tenant or the Assignee may be outside or in excess of the powers of the Tenant or the Assignee; or
5.6.7 any other act omission matter or thing whatsoever whereby but for this provision the Guarantor would be exonerated either wholly or in part (other than a release under seal given by the Landlord).
No Release of Guarantor. If the Guaranteed Indebtedness at any time exceeds the amount permitted by law, or Borrower is not liable because the act of creating the Guaranteed Indebtedness is ultra vxxxx, or the officers or persons creating the Guaranteed Indebtedness acted in excess of their authority, or for any other reason, and for any of these reasons the Guaranteed Indebtedness which Gxxxxxxxx agrees to pay cannot be enforced against Borrower, such fact shall in no manner affect any Guarantor's liability hereunder, but Guarantor shall be liable under this Guaranty notwithstanding that Borrower is not liable for the Guaranteed Indebtedness, to the same extent Guarantor would have been liable if the Guaranteed Indebtedness had been enforceable against Borrower.
No Release of Guarantor. Notwithstanding anything to the contrary set forth in this Lease, Guarantor shall not be released from its obligations under the Guaranty, except as and to the extent expressly provided in the Guaranty.
No Release of Guarantor. Any wording or implication herein to the contrary notwithstanding, any assignment or subletting under this Article 11 shall not operate to release or waive the obligations of Tenant or any Guarantor under this Lease.
No Release of Guarantor. Creditor may do or suffer any of the following, by action or inaction, without releasing or exonerating Guarantor from any of its obligations under this Guaranty (including any release or exoneration that might occur under California Civil Code Sections 2819, 2845, 2848, 2849, or 2850):
(i) Renew, extend, rearrange, alter or otherwise modify the Note, the Loan Agreement, any other Loan Document or any of the other Guarantied Obligations;
(ii) Release Borrower from any of the Guarantied Obligations;
(iii) Sell, release, subordinate, impair or waive any of the other Guarantied Obligations or any other guaranty of the Note;
(iv) Fail to realize upon any of the other Guarantied Obligations, or any other guaranty of the Note;
(v) Advance additional funds to or for the benefit of Borrower;
(vi) Foreclose on any guaranty of the Note in a manner that diminishes, impairs or precludes the right of Guarantor to enjoy any rights of subrogation against Borrower or any other guarantor, or to obtain reimbursement, performance, or indemnification for payment or performance under this Guaranty;
(vii) Permit or suffer the impairment of any of the Guarantied Obligations in a case under the Bankruptcy Code by or against Borrower;
(viii) Make an election under Bankruptcy Code Section 1111(b)(2) in a case by or against Borrower;
(ix) Permit or suffer the creation of secured or unsecured credit or terminate or revoke the continuing nature of (viii)Make an election under
(x) Permit or suffer the disallowance, avoidance or subordination of any of the Guarantied Obligations;
(xi) Fail to exercise any right or remedy it may have with respect to the payment or performance of the Note, any of the other Loan Documents or any of the other Guarantied Obligations; or
(xii) Fail to obtain a guaranty, other assurance of payment, or credit enhancement from any other person.
No Release of Guarantor. No consent by Landlord to any assignment or subletting by Tenant shall relieve Guarantor of any obligation to be performed by Guarantor under this Lease or the Lease Guaranty, whether occurring before or after such consent, assignment or subletting and Guarantor shall remain liable to Landlord under this Lease and the Lease Guaranty notwithstanding any such assignment or subletting. Furthermore, and notwithstanding anything to the contrary contained in this Lease, if Landlord requests in writing such reaffirmance by Guarantor, the effectiveness of any assignment or subletting by Tenant shall be conditioned upon Guarantor reaffirming Guarantor’s obligations under the Lease Guaranty as to the proposed assignee or sublessee. The acceptance of rent by Landlord from any other person shall not be deemed to constitute consent to any assignment or subletting, or be a waiver by Landlord of any provision, or other transfer or be a release of Guaranty from any obligation under this Lease or the Lease Guaranty. Consent to one assignment, subletting, or other transfer shall not be deemed to constitute consent to any subsequent assignment, subletting, or other transfer.
No Release of Guarantor. Guarantor hereby acknowledges, covenants and agrees that neither the Transactions nor anything contained in this Agreement or the other Loan Documents shall be deemed or construed to release Guarantor from any liability or other obligations it may have under the Loan Documents including, without limitation, Guarantor’s liability under the terms of each of the Environmental Indemnity Agreement and the Guaranty as the obligations thereunder have been assumed on a joint and several basis by New Guarantor (any and all such obligations shall be herein referred to as the “Guarantor Obligations”). Guarantor hereby expressly ratifies and confirms its obligations under and with respect to the Guarantor Obligations. Guarantor’s acknowledgment and ratification of the Guarantor Obligations (i) is absolute, unconditional and, unless expressly provided in the Loan Documents, is not subject to any defenses, waivers, claims or offsets, and (ii) shall not be affected or impaired by any agreement, condition, statement or representation of any person or entity.
No Release of Guarantor. Guarantor's obligations and liabilities under this Agreement shall not be released, impaired, reduced, or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events:
(a) The death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution, or lack of authority (whether corporate, partnership or trust) of Borrower (or any person acting on Borrower’s behalf), or of any other guarantor, surety or endorser of the Obligations or the Secured Obligations.
(b) Any payment by Borrower, or any other party, to the Lenders (or any Affiliate of any Lender) that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or any such amounts or payment which, for any reason, the Lenders are required to refund or repay to Borrower or to any other Person.
(c) Any dissolution of Borrower, or any sale, lease or transfer of all or any part of Borrower’s assets.
No Release of Guarantor. THE OBLIGATIONS OF THE BORROWER AND EACH GUARANTOR UNDER THIS ARTICLE 9 SHALL NOT BE REDUCED, LIMITED OR TERMINATED, NOR SHALL THE BORROWER OR SUCH GUARANTOR BE DISCHARGED FROM ANY THEREOF, FOR ANY REASON WHATSOEVER (other than, subject to Section 9.04, the payment of the Guaranteed Obligations), including (and whether or not the same shall have occurred or failed to occur once or more than once and whether or not the Borrower or such Guarantor shall have received notice thereof) ANY ACT OR FAILURE TO ACT OR ANY OTHER EVENT OR CIRCUMSTANCE THAT (i) VARIES THE RISK OF THE BORROWER OR SUCH GUARANTOR HEREUNDER OR (ii) BUT FOR THE PROVISIONS HEREOF, WOULD, AS A MATTER OF STATUTE OR RULE OF LAW OR EQUITY, OPERATE TO REDUCE, LIMIT OR TERMINATE THE OBLIGATIONS OF THE BORROWER OR SUCH GUARANTOR HEREUNDER OR DISCHARGE THE BORROWER OR SUCH GUARANTOR FROM ANY THEREOF.
