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

Obligations of Guarantors Absolute, Etc. The obligations of the Guarantors hereunder shall be absolute and unconditional. Each Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such Guaranteed 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 Agent and the Purchasers with respect thereto. The liability of the Guarantors hereunder shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any Transaction Document; (b) any change in the time, manner or place of payment of the Guaranteed Obligations; (c) any amendment or modification of or supplement to the Transaction Documents (including, without limitation, any amendment 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 without limitation, any Guarantor, the Borrower or any pledgor), with respect to the Guaranteed Obligations; (d) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such instrument, document or agreement or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any such instrument; (e) any counterclaim, setoff, recoupment or defense based upon any claim any Guarantor, the Borrower or any pledgor may have against the Agent or any Purchaser; (f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Borrower, any Affiliate of the Borrower or any Guarantor or their respective properties or creditors; (g) any invalidity or unenforceability, in whole or in part, of any term hereof or of the Transaction Documents; (h) any failure on the part of the 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 Transaction Documents; or (i) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Obligations of Guarantors Absolute, Etc. The Except as provided in Section 7 hereof, the obligations of the Guarantors hereunder shall be absolute and unconditional. Each Guarantor, The Guarantors jointly and severally, guarantees severally guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such Guaranteed ObligationsLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Agent and the Purchasers Lender with respect thereto. The liability of the Guarantors hereunder shall be absolute and unconditional unconditional, irrespective of:, and each Guarantor hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to (whether or not such Guarantor has knowledge thereof): (a) any lack of validity or enforceability of any Transaction DocumentGuaranteed Obligations; (b) any change in the time, manner or place of payment of the Guaranteed Obligations; (c) any amendment or modification of or supplement to the Transaction Loan Documents (including, without limitation, any amendment 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 without limitation, any Guarantor, the any Borrower or any pledgorGrantor (as defined in the Security Agreement)), with respect to the Guaranteed Obligations; (d) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such instrument, document or agreement or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any such instrumentinstrument by the Lender; (e) any counterclaim, setoff, recoupment or defense based upon any claim any Guarantor, the any Borrower or any pledgor Grantor may have against the Agent or Lender (other than payment in full in cash of the Guaranteed Obligations (other than any Purchasercontingent obligations)); (f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the any Borrower, any Affiliate of the Borrower Borrowers or any Guarantor the Guarantors or their respective properties or creditors; (g) any invalidity or unenforceability, in whole or in part, of any term hereof or of the Transaction Loan Documents; (h) any failure on the part of the Borrower or Borrowers, any Affiliate of the Borrowers or any Person that may have been an Affiliate of the Borrowers for any reason to perform or comply with any term of the Transaction Loan Documents; (i) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitutions for, the Guaranteed Obligations, or any subordination of the Guaranteed Obligations to any other Obligations; or (ij) any other occurrence whatsoever, whether similar or dissimilar to the foregoingforegoing (other than payment in full in cash of the Guaranteed Obligations (other than any contingent obligations)). Each Guarantor hereby expressly waives any and all benefits which might otherwise be available to such Guarantor under applicable law, including, without limitation, California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2855, 2899 and 3433.

Obligations of Guarantors Absolute, Etc. The obligations of the Guarantors hereunder shall be absolute and unconditional. Each Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such Guaranteed 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 Agent and the Purchasers other Secured Parties with respect thereto. The liability of the Guarantors hereunder shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any Transaction Document; (b) any change in the time, manner or place of payment of the Guaranteed Obligations; (cb) any amendment or modification of or supplement to the Transaction Loan Documents (including, without limitation, any amendment which would increase the amount or extend the maturity 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 Guarantor, the Borrower or any pledgor), with respect to the Guaranteed Obligations; (dc) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such instrument, document or agreement or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any such instrument, document or agreement; (ed) any counterclaim, setoff, recoupment or defense based upon any claim any Guarantor, the Borrower or any pledgor other Person may have against the Agent or any Purchaserother Secured Party; (fe) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Borrower, any Affiliate of the Borrower or any Guarantor or their respective properties or creditors; (gf) any invalidity or unenforceability, in whole or in part, of any term hereof or of the Transaction Loan Documents; (hg) any failure on the part of the 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 Transaction Loan Documents; or; (ih) any other occurrence whatsoever, whether similar or dissimilar to the foregoing; or (i) the application of payments received by the Agent or any other Secured Party from any source which were lawfully used for some other purpose but which lawfully could have been applied to the payment, in full or in part, of the Guaranteed Obligations. Without limiting the generality of the foregoing, at any time that the Credit Agreement is amended to increase the amount of the obligations thereunder, the amount of the Guaranteed Obligations shall be accordingly increased.

Obligations of Guarantors Absolute, Etc. The obligations of the Guarantors hereunder shall be absolute and unconditional. Each Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such Guaranteed 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 Agent and the Purchasers Noteholder with respect thereto. The liability of the Guarantors hereunder shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any Transaction Document; (b) any change in the time, manner or place of payment of the Guaranteed Obligations; (c) any amendment or modification of or supplement to the Transaction Documents (including, without limitation, any amendment 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 without limitation, any Guarantor, the Borrower or any pledgor), with respect to the Guaranteed Obligations; (d) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such instrument, document or agreement or any exercise or nonexercise non-exercise of any right, remedy, power or privilege under or in respect of any such instrument; (e) any counterclaim, setoff, recoupment or defense based upon any claim any Guarantor, the Borrower or any pledgor may have against the Agent or any PurchaserNoteholder; (f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Borrower, any Affiliate of the Borrower or any Guarantor or their respective properties or creditors; (g) any invalidity or unenforceability, in whole or in part, of any term hereof or of the Transaction Documents; (h) any failure on the part of the 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 Transaction Documents; or (i) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Obligations of Guarantors Absolute, Etc. The obligations of the Guarantors hereunder shall be absolute and unconditional. Each Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such Guaranteed 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 Agent and the Purchasers Lenders with respect thereto. The liability of the Guarantors hereunder shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any Transaction Loan Document; (b) any change in the time, manner or place of payment of the Guaranteed Obligations; (c) any amendment or modification of or supplement to the Transaction Loan Documents (including, without limitation, any amendment 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 without limitation, any Guarantor, the Borrower Company or any pledgorForeign Borrower), with respect to the Guaranteed Obligations; (d) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such instrument, document or agreement or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any such instrument; (e) any counterclaim, setoff, recoupment or defense based upon any claim any Guarantor, the Company, any Foreign Borrower or any pledgor may have against the Agent or any PurchaserLender; (f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the BorrowerCompany, any Affiliate of the Borrower Company or any Guarantor or their respective properties or creditors; (g) any invalidity or unenforceability, in whole or in part, of any term hereof or of the Transaction Loan Documents; (h) any failure on the part of the Borrower Company or any Affiliate or any Person that may have been an Affiliate for any reason to perform or comply with any term of the Transaction Loan Documents; or (i) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Obligations of Guarantors Absolute, Etc. The obligations of the Guarantors hereunder shall be absolute and unconditional. Each Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the agreement, instrument or document giving rise to such Guaranteed 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 Agent and the Purchasers with respect thereto. The liability of the Guarantors hereunder shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any Transaction Document; (b) any change in the time, manner or place of payment of the Guaranteed Obligations; (c) any amendment or modification of or supplement to the Transaction Documents (including, without limitation, any amendment 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 's obligations (including without limitation, any Guarantor, the Borrower or any pledgor), with respect to the Guaranteed Obligations; (d) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such instrument, document or agreement or any exercise or nonexercise of any right, remedy, power or privilege under or in respect of any such instrument; (e) any counterclaim, setoff, recoupment or defense based upon any claim any Guarantor, the Borrower or any pledgor may have against the Agent or any Purchaser; (f) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Borrower, any Affiliate of the Borrower or any Guarantor or their respective properties or creditors; (g) any invalidity or unenforceability, in whole or in part, of any term hereof or of the Transaction Documents; (h) any failure on the part of the 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 Transaction Documents; or (i) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.