Common use of Obligations of Guarantor Absolute, Etc Clause in Contracts

Obligations of Guarantor Absolute, Etc. The obligations of each of the Guarantors hereunder shall be absolute and unconditional. Each of the Guarantors guarantees that the Liabilities will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such Liabilities, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Bank with respect thereto. The liability of each of the Guarantors hereunder shall be absolute and unconditional irrespective of: (1) any lack of validity or enforceability of any Loan Document; (2) any increase or decrease in the amount of the Liabilities or any change in the time, manner or place of payment of the Liabilities; (3) any amendment or modification of or supplement to any Loan Document, or any furnishing or acceptance of any security, or any release of any security or the release of any Person’s obligations (including, without limitation, any other Guarantor or the Borrower) with respect to the Liabilities; (4) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any Loan Document or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any Loan Document; (5) any counterclaim, setoff, recoupment or defense based upon any claim any of the Guarantors or the Borrowers may have against the Bank; (6) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Borrower, any affiliate of the Borrowers or any of the Guarantors or their respective properties or creditors; (7) any invalidity or unenforceability, in whole or in part, of any term hereof or of any Loan Document; (8) any failure on the part of the Borrowers for any reason to perform or comply with any term of the Loan Documents; or (9) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Obligations of Guarantor Absolute, Etc. The obligations of each of the Guarantors hereunder shall be Guarantor under this Amended and Restated Deed are absolute and unconditional. Each of the Guarantors The Guarantor guarantees that the Liabilities Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such LiabilitiesSenior Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Bank Senior Noteholders with respect thereto. The liability of each of the Guarantors hereunder shall be Guarantor under this Amended and Restated Deed is absolute and unconditional irrespective of: : (1a) any lack of validity or enforceability of any Loan Document; the Senior Notes; (2b) any increase or decrease in the amount of the Liabilities or any change in the time, manner or place of payment of the Liabilities; Guaranteed Obligations; (3c) any amendment or modification of or supplement to the Senior Notes (including, without limitation, any Loan Documentamendment or adjustments that would increase the amount of the Guaranteed Obligations), or any furnishing or acceptance of any security, or any release of any security or the release of any Person’s obligations (including, without limitation, any other Guarantor or the Borrower) with respect to the Liabilities; Guaranteed Obligations; (4d) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any Loan Document or any exercise the Senior Notes or nonexercise of any right, remedy, power or privilege under or in respect of any Loan Document; the Senior Notes; (5e) any counterclaim, setoff, recoupment or defense based upon any claim any of the Guarantors Guarantor or the Borrowers Company may have against the Bank; Senior Noteholders; (6f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the BorrowerCompany, any affiliate of its Affiliates, the Borrowers or any of the Guarantors Guarantor or their respective properties or creditors; ; (7g) any invalidity or unenforceability, in whole or in part, of any term hereof of this Amended and Restated Deed or of any Loan Document; the Senior Notes; (8) h) any failure on the part of the Borrowers Company for any reason to perform or comply with any term of the Loan DocumentsSenior Notes; or or (9i) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Obligations of Guarantor Absolute, Etc. The obligations of each of the Guarantors hereunder shall be absolute and unconditional. Each of the Guarantors guarantees that the Liabilities will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such Liabilities, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Bank with respect thereto. The liability of each of the Guarantors hereunder shall be absolute and unconditional irrespective of: (1) any lack of validity or enforceability of any Loan Document; (2) any increase or decrease in the amount of the Liabilities or any change in the time, manner or place of payment of the Liabilities; (3) any amendment or modification of or supplement to any Loan Document, or any furnishing or acceptance of any security, or any release of any security or the release of any Person’s obligations (including, without limitation, any other Guarantor or the a Borrower) with respect to the Liabilities; (4) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any Loan Document or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any Loan Document; (5) any counterclaim, setoff, recoupment or defense based upon any claim any of the Guarantors or the Borrowers a Borrower may have against the Bank; (6) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the BorrowerBorrowers, any affiliate of the Borrowers or any of the Guarantors or their respective properties or creditors; (7) any invalidity or unenforceability, in whole or in part, of any term hereof or of any Loan Document; (8) any failure on the part of the Borrowers for any reason to perform or comply with any term of the Loan Documents; or (9) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Obligations of Guarantor Absolute, Etc. The obligations of each of the Guarantors Guarantor hereunder shall be absolute and unconditional. Each of the Guarantors The Guarantor guarantees that the Liabilities Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such LiabilitiesGuaranteed Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Bank Agent and the Lenders with respect thereto. The liability of each of the Guarantors Guarantor hereunder shall be absolute and unconditional irrespective of: : (1a) any lack of validity or enforceability of any Loan Document; ; (2b) any increase or decrease in the amount of the Liabilities or any change in the time, manner or place of payment of the Liabilities; Guaranteed Obligations; (3c) any amendment or modification of or supplement to the Loan Documents (including, without limitation, any Loan Documentamendment which would increase the amount of the Guaranteed Obligations), or any furnishing or acceptance of any security, or any release of any security or the release of any Person’s obligations (including, including without limitation, the Guarantor or any other Guarantor or the Borrower) ), with respect to the Liabilities; Guaranteed Obligations; (4d) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any Loan Document such instrument, document or agreement or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any Loan Document; such instrument; (5e) any counterclaim, setoff, recoupment or defense based upon any claim the Guarantor, any of the Guarantors Borrower or the Borrowers any pledgor may have against the Bank; Agent or any Lender; (6f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the any Borrower, any affiliate Affiliate of the Borrowers Borrower or any of the Guarantors Guarantor or their respective properties or creditors; ; (7g) any invalidity or unenforceability, in whole or in part, of any term hereof or of any the Loan Document; Documents; (8) h) any failure on the part of the Borrowers any Borrower or any Affiliate or any Person that may have been an Affiliate for any reason to perform or comply with any term of the Loan Documents; or or (9i) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Obligations of Guarantor Absolute, Etc. (a) The obligations of each of the Guarantors Guarantor hereunder shall be absolute primary, original, absolute, unconditional, continuing and unconditional. Each irrevocable, and shall not be subject to any counterclaim, setoff, deduction, abatement or defense based upon any claim the Guarantor may have against Consultant. (b) The obligations of the Guarantors guarantees that Guarantor hereunder shall not be waived, modified or deemed to be excused or satisfied as the Liabilities will be paid strictly in accordance with result of Guarantor's inability to perform its obligations hereunder due to any physical or legal impediments whatsoever. Without limiting the terms generality of the agreementforegoing, instrument Guarantor's obligations hereunder shall not be waived, modified, or document giving rise deemed excused or satisfied, other than to such Liabilitiesthe extent that Consultant's corresponding obligations are waived, regardless modified, or deemed excused or satisfied, as the result of (i) force majeures, acts of god, or claims of impossibility or impracticality, (ii) the inability of Guarantor to obtain or maintain any necessary permits, licenses or qualifications, or (iii) the existence of any applicable law, regulation ruling, judgment, decree or order now which would otherwise prohibit or hereafter prevent Guarantor from performing its obligations hereunder. In the event that Guarantor does not perform any or all of its obligations under this Guaranty (and the Services Agreement), the Guarantor shall indemnify Raytheon for all costs and expenses (including reasonable attorneys' fees) arising from or in connection with such non-performance. (c) The obligations of the Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged or in any jurisdiction affecting way impaired or affected by, any such terms circumstance or condition (whether or not the rights of the Bank with respect thereto. The liability of each of the Guarantors hereunder Guarantor shall be absolute and unconditional irrespective of: have any knowledge or notice thereof), including but not limited to: (1) any lack of validity or enforceability of any Loan Document; (2) any increase or decrease in the amount of the Liabilities or any change in the time, manner or place of payment of the Liabilities; (3i) any amendment or modification of or supplement to the Services Agreement or any Loan Documentpart thereof, or any assignment of transfer of any part thereof, or any furnishing or acceptance of any additional security, or any release of any security or any failure or inability to perfect any security; (ii) any failure on the release part of Consultant to perform or comply with any term of the Services Agreement; (iii) the occurrence or continuance of any Person’s obligations default by Consultant under the Services Agreement; (including, without limitation, any other Guarantor or the Borrower) with respect to the Liabilities; (4iv) any waiver, consent, change, extension, indulgence indulgence, release or other action or inaction under or in respect of any Loan Document the Services Agreement or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any Loan Document; thereof; (5) any counterclaim, setoff, recoupment or defense based upon any claim any of the Guarantors or the Borrowers may have against the Bank; (6v) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the BorrowerConsultant, any affiliate of the Borrowers thereof, or any of the Guarantors or their its respective properties or creditors; (7) , or any invalidity action taken by any court, trustee, receiver or unenforceabilityliquidating agent in any such proceeding, in whole including, without limitation, any termination or in partrejection of the Services Agreement, or any assignment thereof by any court, trustee, receiver or liquidating agent of any term hereof Consultant or the Guarantor or of any Loan Document; of their respective properties in any such proceeding or any other Insolvency Event; (8) vi) any failure act, omission, misrepresentation or breach on the part of Consultant under the Borrowers for Services Agreement; or (vii) any change in the direct or indirect ownership of Consultant or any other party to the Services Agreement or any change, whether direct or indirect, in the Guarantor's relationship to Consultant, including, without limitation, any change by reason of any merger or any sale, transfer, issuance, or other disposition of any stock of Consultant, the Guarantor or any other entity; provided that the Guarantor shall be entitled to perform or comply with assert as a defense to performance under this Guaranty, to the extent Consultant would have the right to assert such defense under the Services Agreement, any term defense which is available to Consultant under the Services Agreement, other than any defenses arising out of the Loan Documents; or matters described in clause (9v) any other occurrence whatsoeverabove, whether similar or dissimilar and it being understood, however, that the Guarantor shall be entitled to the foregoingbenefits of any waiver by Raytheon with respect to, or any consent by Raytheon to departure from, the Services Agreement by Consultant.