Note Guarantee Unconditional. To the extent permitted by Applicable Law, the obligations of the Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Note, by operation of law or otherwise; (b) any rescission, modification or amendment of or supplement to this Indenture or any Note; (c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization, plan of arrangement or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note; (d) the existence of any claim, set-off or other rights which any of the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal, premium (if any) or interest on any Note or any other amount payable by the Issuer under this Indenture; or (f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any of the Guarantors ‘ obligations hereunder.
Appears in 3 contracts
Samples: Indenture (Auna S.A.), Indenture (Auna S.A.), Indenture (Auna S.A.A.)
Note Guarantee Unconditional. To the extent permitted by Applicable Law, the The obligations of the Guarantors each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Note, by operation of law or otherwise;
(b2) any rescission, modification or amendment of or supplement to this Indenture or any Note;
(c3) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization, plan of arrangement reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note;
(d4) the existence of any claim, set-off or other rights which any of the Guarantors Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e5) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal, premium (if any) principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or
(f6) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any of the Guarantors ‘ such Guarantor’s obligations hereunder.
Appears in 2 contracts
Samples: Indenture (Mr. Cooper Group Inc.), Indenture (Home Point Capital Inc.)
Note Guarantee Unconditional. To the extent permitted by Applicable Law, the obligations of the Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Note, by operation of law or otherwise;
(b) any rescission, modification or amendment of or supplement to this Indenture or any Note;
(c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization, plan of arrangement or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note;
(d) the existence of any claim, set-off or other rights which any of the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law Applicable Law or regulation purporting to prohibit the payment by the Issuer of the principal, premium (if any) principal of or interest on any Note or any other amount payable by the Issuer under this Indenture; or;
(f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 7.2, constitute a legal or equitable discharge of or defense to any of the Guarantors ‘ Guarantor’s obligations hereunder; or
(g) any defenses (other than full and unconditional payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of any Note Guarantee or this Indenture.
Appears in 2 contracts
Samples: Indenture (Camposol Holding PLC), Indenture (Camposol Holding PLC)
Note Guarantee Unconditional. To the extent permitted by Applicable Law, the The obligations of the Guarantors each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this Indenture or any Note, by operation of law or otherwise;
(b) any rescission, modification or amendment of or supplement to this Indenture or any Note;
(c) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization, plan of arrangement reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture or any Note;
(d) the existence of any claim, set-set off or other rights which any of the Guarantors Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principalprincipal (including the Redemption Price, premium (if anyapplicable) or interest on of any Note or any other amount payable by the Issuer Company under this Indenture; or
(f) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any such Guarantor’s obligations hereunder, other than payment in full of the Guarantors ‘ obligations hereunderprincipal (including the Redemption Price, if applicable) of the Notes and all other amounts payable by the Company under this Indenture.
Appears in 2 contracts
Samples: Indenture (Sandridge Energy Inc), Indenture (Integra Energy, L.L.C.)
Note Guarantee Unconditional. To the extent permitted by Applicable Law, the The obligations of the Guarantors hereunder each Guarantor under its Note Guarantee are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer Company under this Indenture or any Note, by operation of law or otherwise;
(b2) any rescission, modification or amendment of or supplement to this Indenture or any Note;
(c3) any change in the corporate existence, structure or ownership of the IssuerCompany, or any insolvency, bankruptcy, reorganization, plan of arrangement reorganization or other similar proceeding affecting the Issuer Company or its assets or any resulting release or discharge of any obligation of the Issuer Company contained in this Indenture or any Note;
(d4) the existence of any claim, set-off or other rights which any of the Guarantors Guarantor may have at any time against the IssuerCompany, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e5) any invalidity or unenforceability relating to or against the Issuer Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer Company of the principal, premium (if any) principal of or interest on any Note or any other amount payable by the Issuer Company under this Indenture; or
(f6) any other act or omission to act or delay of any kind by the IssuerCompany, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any of the Guarantors ‘ such Guarantor’s obligations hereunder.
Appears in 1 contract
Samples: Indenture (UWM Holdings Corp)
Note Guarantee Unconditional. To the extent permitted by Applicable Law, the obligations of the Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Note, by operation of law or otherwise;
(b) any rescission, modification or amendment of or supplement to this Indenture or any Note;
(c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization, plan of arrangement or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Note;
(d) the existence of any claim, set-off or other rights which any of the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal, premium (if any) or interest on any Note or any other amount payable by the Issuer under this Indenture; or
(f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any of the Guarantors ‘ Guarantors’ obligations hereunder.
Appears in 1 contract
Samples: Indenture (Auna S.A.)
Note Guarantee Unconditional. To the extent permitted by Applicable Law, the obligations of the Guarantors Parent Guarantor and each Subsidiary Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any New Note, by operation of law or otherwise;
(b) any rescission, modification or amendment of or supplement to this Indenture or any New Note;
(c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization, plan of arrangement or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any New Note;
(d) the existence of any claim, set-off or other rights which any of the Guarantors may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, ; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any New Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal, premium (if any) principal of or interest on any New Note or any other amount payable by the Issuer under this Indenture; or;
(f) any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 7.2, constitute a legal or equitable discharge of or defense to any of the Guarantors ‘ Parent Guarantor’s obligations hereunder; or
(g) any defenses (other than full and unconditional payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantee or this Indenture.
Appears in 1 contract
Samples: Indenture (Camposol Holding PLC)