Obligations Unconditional. The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 21 contracts

Samples: Credit Agreement (I3 Verticals, Inc.), Credit Agreement (Trex Co Inc), Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 17 contracts

Samples: Credit Agreement (Molina Healthcare, Inc.), Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Biote Corp.)

Obligations Unconditional. The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with~~; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected~~; or (ed) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 14 contracts

Samples: Credit Agreement (BGC Group, Inc.), Credit Agreement (Newmark Group, Inc.), Delayed Draw Term Loan Credit Agreement (Newmark Group, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 10 contracts

Samples: Loan Agreement (Flowserve Corp), Credit Agreement (ESCO Corp), Credit Agreement (ESCO Corp)

Obligations Unconditional. (a) The obligations of the Guarantors under Section ~~10.01~~ 4.01(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02(a) that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such ~~Guarantor~~ Guarantor, as applicable, shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the Borrower or~~ any ~~other~~ Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated.~~ full. (b) Without limiting the generality of ~~the foregoing~~Section 4.02(a), it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (ciii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with~~; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected~~; or (eiv) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). . (c) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 7 contracts

Samples: Credit Agreement (Element Solutions Inc), Credit Agreement (Element Solutions Inc), Credit Agreement (Element Solutions Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall ~~have no~~ not exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 5 contracts

Samples: First Lien Credit Agreement (EVO Payments, Inc.), Credit Agreement and Security Agreement (EVO Payments, Inc.), Credit Agreement (EVO Payments, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated~~full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 4 contracts

Samples: Credit Agreement (Green Plains Inc.), Credit Agreement (Green Plains Partners LP), Credit Agreement (Green Plains Partners LP)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower or any other Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 4 contracts

Samples: Fourth Amended and Restated Credit Agreement (Cantel Medical Corp), First Amendment (Cantel Medical Corp), Credit Agreement (Cantel Medical Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Borrowers or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been ~~paid in full and the Commitments have expired or terminated~~Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 4 contracts

Samples: Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 4 contracts

Samples: Credit Agreement (Flowserve Corp), Credit Agreement (Flowserve Corp), Credit Agreement (Flowserve Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 4 contracts

Samples: Credit Agreement (Keyw Holding Corp), Credit Agreement (Keyw Holding Corp), Credit Agreement (Keyw Holding Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been ~~paid~~ Paid in ~~full and the Commitments have expired or terminated~~Full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any~~ the Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any~~ the Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any documents or agreement with respect to Hedging Obligations or Bank Product Obligations of any Loan Party to any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such other documents ~~relating to the Obligations~~ or agreement shall be done or omitted; (c) the maturity of any of the Obligations shall be ~~accelerated~~accelerated in accordance with the Loan Documents, or any of the Obligations shall be modified, ~~supplemented~~ supplemented, waived or amended in any ~~respect~~respect in accordance with the Loan Documents, or any right under any of the Loan Documents or any documents or agreement with respect to Hedging Obligations or Bank Product Obligations of any Loan Party to any Lender, or any Affiliate of a Lender, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents or any such agreement or document shall be waived in accordance with the Loan Documents or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any ~~Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any~~ of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any~~ the Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any~~ the Guarantor); or (e) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Obligations. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any documents or agreement with respect to Hedging Obligations or Bank Product Obligations of any Loan Party to any Lender, or any Affiliate of a Lender, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or any such documents or agreement or against any other Person under any other guarantee ~~of, or security for,~~ of any of the Obligations.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 3 contracts

Samples: Term Loan Agreement (Retail Opportunity Investments Partnership, LP), Term Loan Agreement (Retail Opportunity Investments Corp), Term Loan Agreement (Retail Opportunity Investments Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Borrowers or any other Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 3 contracts

Samples: Credit Agreement (FTD Companies, Inc.), Credit Agreement (FTD Companies, Inc.), Credit Agreement (United Online Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 9.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 9.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IX until such time as the Obligations have been paid in full and the ~~Commitments have~~ Revolving Commitment has expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, ~~the Administrative Agent~~ Lender or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that ~~the Administrative Agent~~ Lender or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 3 contracts

Samples: Credit Agreement (HCI Group, Inc.), Credit Agreement (HCI Group, Inc.), Credit Agreement (HCI Group, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Company or any other Loan Party for amounts paid under this Article X XI until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative~~ Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative~~ Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 3 contracts

Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative ~~Agent~~ Agent, the L/C Issuer or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 3 contracts

Samples: Credit Agreement (Retail Opportunity Investments Corp), Credit Agreement (Retail Opportunity Investments Corp), Credit Agreement (Retail Opportunity Investments Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable ~~Law~~Laws, irrespective of any other circumstance whatsoever ~~which~~ that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that ~~such Guarantor~~ it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower ~~or any other Loan Party~~ for amounts paid under this Article X XI until such time as the Obligations have been irrevocably paid in full and the Commitments relating thereto have expired or been terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan ~~Documents~~ Documents, or other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the ~~Obligations~~ Guaranteed Obligations, or any other agreement or instrument referred to therein 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; (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other holder~~ of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected~~; or~~, or shall be released in accordance with the terms of this Agreement; (e) any of the Guaranteed Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor); or (f) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest notice of acceptance of the Guaranty given hereby and of Credit Extensions that may constitute Guaranteed Obligations, notices of amendments, waivers and supplements to the Loan Documents and other documents relating to the Guaranteed Obligations, or the compromise, release or exchange of collateral or security, and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other~~ holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document~~ documents relating to the ~~Obligations~~Guaranteed Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 3 contracts

Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)

Obligations Unconditional. The obligations of ~~the Guarantors~~ Airgas under Section ~~10.01~~ 12.1 with respect to the Foreign Obligations are ~~joint and several,~~ absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the ~~Obligations,~~ Foreign Obligations and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 12.2 that the respective obligations of ~~the Guarantors~~ Airgas hereunder shall be absolute and unconditional under any and all circumstances. ~~Each Guarantor~~ Airgas agrees that ~~such Guarantor~~ it shall have no right of subrogation, indemnity, reimbursement or contribution against the applicable Borrower or any other ~~Loan Party~~ Borrower for amounts paid under this Article X XII until such time as the ~~Obligations~~ Lenders have been paid in full in respect of all Obligations, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the ~~Commitments have expired or terminated~~Lenders in connection with monies received under the Credit Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any Guarantor hereunder,~~ Airgas hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any Guarantor~~Airgas, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the ~~Loan~~ Credit Documents, or any other agreement or instrument referred to in the Credit Documents ~~or other documents relating to the Obligations~~ shall be waived or any other guarantee of any of the Obligations or any applicable security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any Guarantor~~Airgas) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any Guarantor~~Airgas). With respect to its obligations hereunder, ~~each Guarantor~~ Airgas hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan~~ Credit Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Credit Documents, or against any other Person under any other guarantee of, or security for, any of the Foreign Obligations. The rights of the Agent and the Lenders and the Affiliates of any of the Lenders contained herein shall be in addition to and independent of all other rights which they may at any time have or hold in respect of any of the Foreign Obligations.

Appears in 3 contracts

Samples: Credit Agreement (Airgas Inc), Credit Agreement (Airgas Inc), Credit Agreement (Airgas Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 5.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 5.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall ~~have no~~ not exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X V until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated~~full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly ~~waives~~ waives, to the fullest extent permitted by Law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 3 contracts

Samples: Credit Agreement (Salesforce Com Inc), Credit Agreement (Salesforce Com Inc), Credit Agreement (Salesforce Com Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 10.1 are joint and several, absolute irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 3 contracts

Samples: Credit Agreement (OneWater Marine Inc.), Credit Agreement (OneWater Marine Inc.), Credit Agreement (OneWater Marine Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations (other than contingent indemnification and reimbursement obligations and other than Letters of Credit that have been Cash Collateralized) have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 3 contracts

Samples: Credit Agreement (Coeur Mining, Inc.), Credit Agreement (Coeur Mining, Inc.), Credit Agreement (Coeur Mining, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Borrowers or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been ~~paid in full and the Commitments have expired or terminated~~Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents, shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents, shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan ~~Documents~~ Documents, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Potlatchdeltic Corp), Credit Agreement (Potlatchdeltic Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been ~~paid~~ Paid in ~~full and the Commitments have expired or terminated~~Full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any~~ the Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any~~ the Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any documents or agreement with respect to Hedging Obligations or Bank Product Obligations of any Loan Party to any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such other documents ~~relating to the Obligations~~ or agreement shall be done or omitted; (c) the maturity of any of the Obligations shall be ~~accelerated~~accelerated in accordance with the Loan Documents, or any of the Obligations shall be modified, ~~supplemented~~ supplemented, waived or amended in any ~~respect~~respect in accordance with the Loan Documents, or any right under any of the Loan Documents or any documents or agreement with respect to Hedging Obligations or Bank Product Obligations of any Loan Party to any Lender, or any Affiliate of a Lender, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents or any such agreement or document shall be waived in accordance with the Loan Documents or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any ~~Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any~~ of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any~~ the Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any~~ the Guarantor); or (e) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any documents or agreement with respect to Hedging Obligations or Bank Product Obligations of any Loan Party to any Lender, or any Affiliate of a Lender, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or any such documents or agreement or against any other Person under any other guarantee ~~of, or security for,~~ of any of the Obligations.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Adeptus Health Inc.), Credit Agreement (Adeptus Health Inc.)

Obligations Unconditional. (a) The obligations of the Guarantors under Section ~~10.01~~ 4.01(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02(a) that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all ~~circumstances~~circumstances (including, without limitation, any Benchmark Replacement Conforming Changes or any other modifications or other amendments delivered or otherwise implemented or effected (automatically or otherwise) in accordance with or in furtherance of Section 3.03(f)). Each Guarantor agrees that such ~~Guarantor~~ Guarantor, as applicable, shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the Borrower or~~ any ~~other~~ Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated.~~ full. (b) Without limiting the generality of ~~the foregoing~~Section 4.02(a), it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (ciii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (~~d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e~~iv) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor)~~. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand~~ ; or (v) any law or regulation of ~~payment, protest and all notices whatsoever, and~~ any ~~requirement that the Administrative Agent~~ jurisdiction or any other ~~holder of the Obligations exhaust~~ event affecting any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any term of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (APi Group Corp), Credit Agreement (APi Group Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the ~~Commitments have~~ Commitment has expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents, shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be ~~waived~~ waived, or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative Agent or any other holder of the Obligations~~ Lender as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative Agent or any other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Turbochef Technologies Inc), Credit Agreement (Turbochef Technologies Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, ~~absolute~~ absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Qorvo, Inc.), Credit Agreement (Rf Micro Devices Inc)

Obligations Unconditional. The ~~obligations~~ Obligations of the Guarantors under Section ~~10.01~~ 4.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or ~~guarantor~~guarantor (other than payment in full of the Obligations), it being the intent of this Section ~~10.02~~ 4.2 that the ~~obligations~~ Obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that ~~such Guarantor shall have no~~ any right of subrogation, indemnity, reimbursement or contribution it may have against ~~the~~ Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this ~~Article X until such time as~~ Section 4 shall be subordinate and subject in right of payment to the Obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of subrogation, indemnity, reimbursement or contribution until the applicable Termination Date shall have ~~been paid in full and the Commitments have expired or terminated~~occurred. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: : (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; ; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; ; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; ; (d) any Lien granted to, or in favor of, the ~~Administrative Agent or any other holder of the Obligations~~ Lender as security for any of the Obligations shall fail to attach or be ~~perfected~~perfected or if there shall be any exchange or release of any security interest in any collateral; or or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). The liability of the Guarantors under this Section 4 shall be absolute, irrevocable and unconditional irrespective of (a) any lack of validity, regularity or enforceability of the Loan Agreement or any other Loan Document, (b) any lack of validity, regulatory or enforceability of this guaranty, (c) any failure on the part of the Lender or any other Person to exercise, or delay in exercising, any right under the Loan Agreement or any other Loan Document or (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, the Guarantors or any other guarantor with respect to the Obligations, this Guaranty and the obligations of the Guarantors under this guaranty (including, without limitation, all defenses based on suretyship or impairment of collateral, and all defenses that Borrower may assert to the repayment of the Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury). The Guarantors hereby agree that if Borrower or any other guarantor of all or a portion of the Obligations is the subject of a bankruptcy or similar case under any Debtor Relief Laws, it will not assert the pendency of such case or any order entered therein as a defense to the timely payment of the Obligations. The Guarantors hereby waive notice of or proof of reliance by the Lender upon this Guaranty, and the Obligations shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or reduced (as to Borrower only) in reliance upon this Guaranty. With respect to its ~~obligations~~ Obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative Agent or any other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations. The guarantee in Section 4.1 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. Notwithstanding anything to the contrary in this Agreement, except as set forth in the proviso hereof and the next sentence, recourse against any Limited Recourse Guarantor in respect of any amount payable under this Agreement shall be limited solely to Collateral; provided that each Limited Recourse Guarantor shall be fully liable to the Lender for any deficiency, loss or damage suffered by the Lender as a result of any sale, transfer or other disposal by any Limited Recourse Guarantor of any interest in, or any Lien or encumbrance created by any Limited Recourse Guarantor upon or with respect to, the Collateral that is not permitted under this Agreement. In addition, each Guarantor (including each Limited Recourse Guarantor) shall be liable for Lender Expenses if any Limited Recourse Guarantor fails to perform any agreement contained herein or any other Loan Document or any Limited Recourse Guarantor fails to turn over to the Lender, or provide Lender with access to (but without having the Lender to incur any costs related to such access), any portion of Collateral following an Event of Default.

Appears in 2 contracts

Samples: Loan, Guaranty and Security Agreement (Hut 8 Corp.), Loan, Guaranty and Security Agreement (Hut 8 Corp.)

Obligations Unconditional. The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated~~full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a1) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b2) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c3) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d4) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e5) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Green Plains Partners LP), Credit Agreement (Green Plains Inc.)

Obligations Unconditional. (a) The obligations of the ~~Guarantors~~ Company under Section ~~10.01~~ 4.01(a) are ~~joint and several,~~ absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Designated Borrower Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02(a) that the obligations of the ~~Guarantors~~ Company hereunder shall be absolute and unconditional under any and all circumstances. ~~Each Guarantor~~ The Company agrees that ~~such Guarantor~~ it shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Designated Borrower ~~or any other Loan Party~~ for amounts paid under this Article X IV until such time as the Designated Borrower Obligations have been ~~paid in full and the Commitments have expired or terminated.~~ Fully Satisfied. (b) Without limiting the generality of the ~~foregoing~~foregoing subsection (a), it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any Guarantor hereunder,~~ the Company hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to ~~any Guarantor~~the Company, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (ciii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with~~; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected~~; or (eiv) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any Guarantor~~the Company) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any Guarantor~~the Company). With respect to its obligations hereunder, ~~each Guarantor~~ the Company hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Cabot Corp), Credit Agreement (Cabot Corp)

Obligations Unconditional. The ~~obligations of the Guarantors under Section 10.01~~ Support Obligations are ~~joint~~ primary, absolute, irrevocable and ~~several, absolute and unconditional,~~ unconditional irrespective of the ~~value, genuineness, validity, regularity~~ validity or enforceability of ~~any of~~ the ~~Loan~~ Transaction Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~herein or therein, or any substitution, ~~release, impairment~~ release or exchange of any ~~other~~ guarantee of or security for any of the Borrower’s obligations under the Finance Documents or the Support Obligations, and, to the fullest extent permitted by ~~applicable~~ Applicable Law, irrespective of any other circumstance whatsoever ~~which~~ that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 3.2 (Obligations Unconditional) that the ~~obligations of the Guarantors hereunder~~ Support Obligations shall be ~~absolute~~ primary, absolute, irrevocable and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, ~~it is agreed~~ each of the Shareholders agrees that~~, to the fullest extent permitted by Law, the~~ : (a) The occurrence of any one or more of the following shall not alter or impair the rights, remedies, powers and privileges of the Global Administrative Agent, the Collateral Agents or any Secured Party under this Agreement, or the liability of ~~any Guarantor hereunder,~~ such Shareholder for its respective Shareholder Percentage of the Support Obligations which shall remain ~~absolute~~ absolute, irrevocable and unconditional as described ~~above~~above until fully satisfied: (ai) at any ~~time~~ modification or ~~from time to time~~amendment (including, without ~~notice to~~ limitation, by way of amendment, extension, renewal or waiver), or any ~~Guarantor,~~ acceleration or other change in the time for ~~any~~ payment or performance of the terms of all or ~~compliance~~ any part of the Obligations under the Transaction Documents, or any other agreement or instrument whatsoever relating thereto; (ii) any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the liability of Borrower under the Transaction Documents or of any other guarantee of all or any part of the Obligations under the Transaction Documents; (iii) except as expressly set forth in this Agreement, any application of the proceeds of any guarantee (including, without limitation, any letter of credit or the obligations of any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations) to all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations in any such manner as provided or contemplated under the Finance Documents or otherwise; (iv) except as expressly set forth in this Agreement, any release of any other Person (including, without limitation, any guarantor with respect to all or any part of the Borrower’s obligations under the Transaction Documents) from any personal liability with respect to all or any part of the Borrower’s Obligations under the Transaction Documents; (v) except as expressly set forth in this Agreement, any settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as any Secured Party may determine or as Applicable Law may dictate, of all or any part of the Borrower’s obligations under the Transaction Documents or any guarantee of (including, without limitation, any letter of credit issued with respect to) all or any part of the Borrower’s obligations under the Transaction Documents; (vi) the giving of any consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrower, the Shareholders or any other Person or any disposition of any shares of the Borrower by any Shareholder or any Affiliate of such Shareholder other than as permitted by this Agreement; (vii) any proceeding against the Borrower or any of the Shareholders or any Affiliate thereof or any guarantor of (including, without limitation, any issuer of any letter of credit issued with respect to) all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations or any collateral provided by any other Person or the exercise of any rights, remedies, powers and privileges of any Collateral Agent or any Secured Party under the Finance Documents or otherwise in such order and such manner as any Secured Party may determine, regardless of whether such Collateral Agent or any Secured Party shall ~~be extended~~have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement; (viii) the entering into such ~~performance~~ other transactions or ~~compliance shall be waived;~~business dealings with the Borrower, any of the Shareholders, any Subsidiary or Affiliate of the Borrower or the Shareholders or any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations as any Secured Party may desire; or (ix) all or any combination of any of the actions set forth in this Section 3.2(a) (Obligations Unconditional). (b) ~~any~~ The enforceability and effectiveness of this Agreement and the liability of each of the ~~acts mentioned~~ Shareholders in respect of its Support Obligations, and the rights, remedies, powers and privileges of the Global Administrative Agent and each Secured Party under this Agreement shall not be affected, limited, reduced, discharged or terminated, and each Shareholder hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising in respect of the Support Obligations, by reason of: (i) the illegality, invalidity or unenforceability of all or any part of the Support Obligations, any other Transaction Document or any other agreement or instrument whatsoever relating to all or any part of the Support Obligations; (ii) any disability or other defense with respect to all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations, including, without limitation, the effect of any statute of limitations that may bar the enforcement of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations or the obligations of any guarantor; (iii) the illegality, invalidity or unenforceability of any security for or guarantee (including, without limitation, any letter of credit) of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations or the lack of perfection or continuing perfection or failure of the priority of any Lien on any Collateral for all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations; (iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any guarantor with respect to all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations (other than, subject to Section 3.3 (Reinstatement), by reason of the full satisfaction and payment of all Support Obligations); (v) any failure of any Collateral Agent or any Secured Party to marshal assets in favor of the Borrower or any other Person (including any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations), to exhaust any Collateral for all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any Shareholder, the Borrower or any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations (including any issuer of any letter of credit) or any other Person or to take any action whatsoever to mitigate or reduce such or any other Person’s liability under this Agreement; (vi) any counterclaim, set-off or other claim that any Shareholder, the Borrower or any guarantor of all or any part of the Support Obligations or the Borrower’s obligations under the Transaction Documents has or claims with respect to all or any part of the Support Obligations or the Borrower’s obligations under the Transaction Documents; (vii) any failure of any Collateral Agent or any Secured Party or any other Person to file or enforce a claim in any bankruptcy or other proceeding with respect to any Shareholder, the Borrower or any other Person; (viii) any bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, or appointment of a custodian, liquidator or the like of any Shareholder or the Borrower, or the same or similar proceedings commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the ~~provisions~~ Borrower’s obligations under the Transaction Documents or the Support Obligations (or any interest on all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations) in or as a result of any such proceeding; (ix) any action taken by the Global Administrative Agent, any Collateral Agent or any Secured Party that is authorized by this Article 3 (Nature of ~~the Loan Documents~~ Obligations) or otherwise in this Agreement or by any other provision of any Finance Document or other ~~documents relating~~ Transaction Document or any omission to ~~the Obligations shall be done~~ take any such action; or (x) any other circumstance whatsoever that might otherwise constitute a legal or ~~omitted;~~equitable discharge or defense of a surety or guarantor. (c) To the ~~maturity of any~~ fullest extent permitted by Applicable Law, each of the ~~Obligations shall be accelerated~~Shareholders expressly waives, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of ~~any creditor of any Guarantor) or shall be subordinated to~~ the ~~claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder~~Borrower, the Global Administrative Agent and each ~~Guarantor hereby expressly waives~~ Secured Party, all diligence, presentment, demand for payment or performance, notices of ~~payment~~nonpayment or nonperformance, ~~protest~~ protest, notices of protest, notices of dishonor and all other notices ~~whatsoever,~~ or demands of any kind or nature whatsoever and any requirement that ~~the Administrative Agent or~~ any ~~other holder of the Obligations~~ Secured Party exhaust any right, power or remedy or proceed against ~~any Person~~ the Borrower under ~~any of~~ the ~~Loan~~ Finance Documents or any other ~~document relating~~ agreement or instrument referred to ~~the Obligations~~herein or therein, or against any other Person under any other guarantee of, or security for, any of the Support Obligations. (d) Each of the Shareholders irrevocably waives any right to which it may be entitled to require that the Borrower be sued and all claims against the Borrower be completed prior to an action or proceeding being initiated against it. (e) If a Shareholder cannot make any Shareholder Contributions required hereunder due to (i) the occurrence of a Bankruptcy Event in respect of the Borrower, (ii) the failure of the Borrower to issue Equity Interests or to accept payment therefor, or (iii) the legal incapacity of the Borrower, then each Shareholder shall pay the amount that it would otherwise be obligated to pay as such Shareholder Contribution directly to the Global Administrative Agent or as the Global Administrative Agent may otherwise direct in accordance with the Collateral Accounts Agreement, to be applied to the satisfaction of the Support Obligations. Subject to Section 3.4 (Subrogation), the Shareholders do not waive their rights under law to receive any proceeds following the liquidation or bankruptcy of the Borrower and the payment in full of all the Obligations.

Appears in 2 contracts

Samples: Equity Contribution Agreement, Equity Contribution Agreement

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this ~~Article X~~ Section 10 until such time as the Obligations have been paid in full and the Revolving Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Novellus Systems Inc), Credit Agreement (Novellus Systems Inc)

Obligations Unconditional. The obligations of the ~~Guarantors~~ Parent under Section ~~10.01~~ 12.1 are ~~joint and several,~~ absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, the Other Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or ~~guarantor~~guarantor (other than defense of payment or satisfaction), it being the intent of this Section ~~10.02~~ 12.2 that the obligations of the ~~Guarantors~~ Parent hereunder shall be absolute and unconditional under any and all circumstances. ~~Each Guarantor~~ The Parent agrees that ~~such Guarantor~~ it shall have no right of subrogation, indemnity, reimbursement or contribution against either the ~~Borrower~~ Borrowers or any other Loan Party for amounts paid under this ~~Article X~~ Section 12.2 until ~~such time as~~ the ~~Obligations have been paid in full and the Commitments have expired or terminated~~Final Satisfaction Date. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any Guarantor~~ the Parent hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any Guarantor~~the Parent, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) ~~any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted~~[Reserved]; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, the Other Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~ therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, ~~the Administrative Agent or~~ any ~~other holder of the Obligations~~ Secured Party as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any Guarantor~~the Parent) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any Guarantor~~the Parent). With respect to its obligations hereunder, ~~each Guarantor~~ the Parent hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that ~~the Administrative Agent or~~ any ~~other holder of the Obligations~~ Secured Party exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, the Other Documents or any other ~~document relating~~ agreement or instrument referred to ~~the Obligations,~~ therein or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (McDermott International Inc), Superpriority Senior Secured Credit Agreement (McDermott International Inc)

Appears in 2 contracts

Samples: Credit Agreement (Trex Co Inc), Credit Agreement (Trex Co Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or ~~omitted~~omitted (other than repayment of the Obligations guaranteed hereunder); (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Energen Corp), Credit Agreement (Energen Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 8.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, ~~release, impairment~~ release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 8.02 that the obligations of each of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X VIII until such time as all of the ~~Obligations~~ Lenders have been paid in ~~full and~~ full, all of the Commitments under the Agreement have ~~expired~~ been terminated and no Person or ~~terminated~~Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Debt Support Credit Agreement (Railworks Corp), Debt Agreement (Railworks Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan~~ Credit Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the ~~Loan Documents~~ Credit Documents, or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the ~~Loan Documents~~ Credit Documents, or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan Documents~~ Credit Documents, or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Advance America, Cash Advance Centers, Inc.), Credit Agreement (Advance America, Cash Advance Centers, Inc.)

Obligations Unconditional. The obligations of the ~~Guarantors~~ Parent under Section ~~10.01~~ 12.1 are ~~joint and several,~~ absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan~~ Credit Documents, the Other Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or ~~guarantor~~guarantor (other than defense of payment or satisfaction), it being the intent of this Section ~~10.02~~ 12.2 that the obligations of the ~~Guarantors~~ Parent hereunder shall be absolute and unconditional under any and all circumstances. ~~Each Guarantor~~ The Parent agrees that ~~such Guarantor~~ it shall have no right of subrogation, indemnity, reimbursement or contribution against either the ~~Borrower~~ Applicants or any other ~~Loan~~ Credit Party for amounts paid under this ~~Article X~~ Section 12.2 until ~~such time as~~ the ~~Obligations have been paid in full and the Commitments have expired or terminated~~Final Satisfaction Date. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any Guarantor~~ the Parent hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any Guarantor~~the Parent, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) ~~any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted~~[Reserved]; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the ~~Loan~~ Credit Documents, the Other Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~ therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, ~~the Administrative Agent or~~ any ~~other holder of the Obligations~~ Secured Party as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any Guarantor~~the Parent) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any Guarantor~~the Parent). With respect to its obligations hereunder, ~~each Guarantor~~ the Parent hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that ~~the Administrative Agent or~~ any ~~other holder of the Obligations~~ Secured Party exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan~~ Credit Documents, the Other Documents or any other ~~document relating~~ agreement or instrument referred to ~~the Obligations,~~ therein or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Letter of Credit Agreement (McDermott International Inc), Letter of Credit Agreement (McDermott International Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Table of Contents Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations (other than contingent indemnification or similar obligations not then due) have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Lincoln Educational Services Corp), Credit Agreement (Lincoln Educational Services Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower or any other Loan Party for amounts paid under this Article X until such time as the ~~Obligations have been paid in full and the Commitments have expired or terminated~~Facility Termination Date has occurred. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 2 contracts

Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement, Senior Secured Super Priority Debtor in Possession Credit Agreement (Aralez Pharmaceuticals Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 12.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 12.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall ~~have no~~ not be entitled to exercise any right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Borrowers or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XII until such time as the Obligations have been ~~paid in full and the Commitments have expired or terminated~~Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest ~~and~~ and, to the maximum extent permitted by law, all notices whatsoever, and any requirement that the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Investment Agreement (Parent Co)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Revolving Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected~~; or~~; (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor); or (f) any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed obligation. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Interface Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance ~~whatsoever~~ which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever (other than any notices expressly required herein or under the other Loan Documents) and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Forward Air Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or Swap Contracts, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Borrowers or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been ~~paid in full and the Commitments have expired or terminated~~Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents, any Swap Contract between any Consolidated Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or ~~other documents relating to the Obligations~~ such Swap Contracts shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Longview Fibre Co)

Obligations Unconditional. The obligations of the ~~Guarantors~~ Borrower under this Section ~~10.01~~ are ~~joint and several,~~ absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan Documents~~ Credit Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Foreign Borrower Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ that the obligations of the ~~Guarantors~~ Borrower hereunder shall be absolute and unconditional under any and all circumstances. ~~Each Guarantor~~ The Borrower agrees that ~~such Guarantor~~ it shall have no right of subrogation, indemnity, reimbursement or contribution against any Foreign Borrower of the Foreign Borrower ~~or any other Loan Party~~ Obligations for amounts paid under this ~~Article X~~ Section until such time as the ~~Obligations~~ Banks have been paid in ~~full~~ full, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the ~~Commitments have expired or terminated~~Banks in connection with monies received under the Credit Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any Guarantor hereunder,~~ the Borrower hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to ~~any Guarantor~~the Borrower, the time for any performance of or compliance with any of the Foreign Borrower Obligations shall be extended, or such performance or compliance shall be waived; (~~b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c~~ii) the maturity of any of the Foreign Borrower Obligations shall be accelerated, or any of the Foreign Borrower Obligations shall be modified, supplemented or amended in any respect, or any right under any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~ therein shall be waived or any other guarantee of any 57 63 of the Foreign Borrower Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with~~; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected~~; or (eiii) any of the Foreign Borrower Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any Guarantor~~the Foreign Borrowers) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any Guarantor~~the Foreign Borrowers). With respect to its obligations ~~hereunder~~hereunder this Section, ~~each Guarantor~~ the Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Bank exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan~~ Credit Documents or any other ~~document relating~~ agreement or instrument referred to ~~the Obligations~~therein, or against any other Person under any other guarantee of, or security for, any of the Foreign Borrower Obligations.

Appears in 1 contract

Samples: Credit Agreement (Westpoint Stevens Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance ~~whatsoever~~ which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). CHAR1\1858684v2 With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever (other than any notices expressly required herein or under the other Loan Documents) and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Forward Air Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the ~~Commitments~~ Commitment have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents, shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be ~~waived~~ waived, or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative Agent or any other holder of the Obligations~~ Lender as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative Agent or any other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Gevity Hr Inc)

Obligations Unconditional. (a) The obligations of the Guarantors under Section ~~10.01~~ 4.01(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02(a) that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all ~~circumstances~~circumstances (including, without limitation, any Benchmark Replacement Conforming Changes or any other modifications or other amendments delivered or otherwise implemented or effected (automatically or otherwise) in accordance with or in furtherance of Section 3.03(f)). Each Guarantor agrees that such ~~Guarantor~~ Guarantor, as applicable, shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the Borrower or~~ any ~~other~~ Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated.~~ full. (b) Without limiting the generality of ~~the foregoing~~Section 4.02(a), it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (ciii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (~~d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e~~iv) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). ; or (v) any law or regulation of any jurisdiction or any other event affecting any term of the Obligations. (c) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (APi Group Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever ~~which~~ that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (HealthSpring, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Borrowers or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been ~~paid~~ Paid in ~~full and the Commitments have expired or terminated~~Full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any~~ the Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any~~ the Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any documents or agreement with respect to Hedging Obligations or Bank Product Obligations of any Loan Party to any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such other documents ~~relating to the Obligations~~ or agreement shall be done or omitted; (c) the maturity of any of the Obligations shall be ~~accelerated~~accelerated in accordance with the Loan Documents, or any of the Obligations shall be modified, ~~supplemented~~ supplemented, waived or amended in any ~~respect~~respect in accordance with the Loan Documents, or any right under any of the Loan Documents or any documents or agreement with respect to Hedging Obligations or Bank Product Obligations of any Loan Party to any Lender, or any Affiliate of a Lender, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents or any such agreement or document shall be waived in accordance with the Loan Documents or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected~~; or~~, or shall be released in accordance with the terms of this Agreement; (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any~~ the Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any~~ the Guarantor); or (f) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any documents or agreement with respect to Hedging Obligations or Bank Product Obligations of any Loan Party to any Lender, or any Affiliate of a Lender, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or any such documents or agreement or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 9.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 9.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X IX until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative Agent~~ Lender or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative Agent~~ Lender or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (National Healthcare Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall ~~have no~~ not be entitled to exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been ~~paid in full and the Commitments have expired or terminated~~Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the 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 ~~or other documents relating to the Obligations~~ shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest ~~and~~ and, to the maximum extent permitted by law, all notices whatsoever, and any requirement that the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan ~~Documents~~ Documents, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Telos Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan Documents~~ Credit Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Company or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan~~ Credit Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Credit Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: 364 Day Bridge Credit Agreement (Genuine Parts Co)

Obligations Unconditional. The obligations of ~~the Guarantors~~ each Guarantor under ~~Section 10.01~~ this Article are ~~joint and several,~~ absolute and ~~unconditional~~unconditional (to the fullest extent permitted by applicable law), irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, ~~release, impairment~~ release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this ~~Section 10.02~~ Article that the obligations of ~~the Guarantors~~ each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower ~~or any other Loan Party~~ for amounts paid under this ~~Article X~~ Guarantee until such time as the ~~Obligations~~ Banks have been paid in ~~full~~ full, the Committed Amounts under the Credit Agreement have been reduced to zero and no Person or Official Body shall have any right to request any return or reimbursement of funds from any Bank in connection with monies received under the ~~Commitments have expired or terminated~~Loan Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to ~~any Guarantor~~the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) 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 ~~or other documents relating to the Obligations~~ shall be done or omitted; (ciii) 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 ~~or other documents relating to the Obligations~~ shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be ~~released, impaired~~ released or exchanged in whole or in part or otherwise dealt with; (div) any Lien granted to, or in favor of, ~~the Administrative~~ either Agent or any ~~other holder of the Obligations~~ Bank as security for any of the Guaranteed Obligations shall be void or voidable, or shall fail to attach or be perfected; or (ev) any of the Guaranteed Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever~~whatsoever (except notices expressly required hereunder), and any requirement that the ~~Administrative Agent~~ Agents, the Banks or any ~~other holder~~ of ~~the Obligations~~ them exhaust any right, power or remedy or proceed against any Person under any of the Loan ~~Documents~~ Documents, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Appears in 1 contract

Samples: Short Term Revolving Credit Agreement (Xl Capital LTD)

Obligations Unconditional. (a) The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan Documents~~ Credit Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever ~~which~~ that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated.~~ full. (b) Without limiting the generality of the ~~foregoing~~foregoing subsection (a), it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents shall be done or omitted; (ciii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (div) any Lien granted to, or in favor of, the ~~Administrative~~ Collateral Agent, the Control Agent or any ~~other~~ holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (ev) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). . (c) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices (other than as otherwise expressly required pursuant to the Credit Documents) whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan~~ Credit Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Credit Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Term Loan Credit Agreement (INFONXX, Inc.)

Obligations Unconditional. Article LIII The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Company or any other ~~Loan~~ Credit Party for amounts paid under this Article X XI until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted;; CHAR1\0000000x0 (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (EnerSys)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: : (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; ; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; ; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; ; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.or

Appears in 1 contract

Samples: Credit Agreement (Molina Healthcare, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or ~~guarantor~~guarantor (other than payment in full), it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Caci International Inc /De/)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: ~~(a)~~ 1. at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; ~~(b)~~ 2. any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; ~~(c)~~ 3. the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; ~~(d)~~ 4. any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or ~~(e)~~ 5. any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Flowserve Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or ~~guarantor~~guarantor (other than payment in full), it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Caci International Inc /De/)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Bridge Credit Agreement (Molina Healthcare Inc)

Obligations Unconditional. The obligations of ~~the Guarantors~~ each Guarantor under ~~Section 10.01~~ this Article are ~~joint and several~~irrevocable, absolute and ~~unconditional~~unconditional (to the fullest extent permitted by applicable law), irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan Documents~~ Transaction Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, ~~release, impairment~~ release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this ~~Section 10.02~~ Article that the obligations of ~~the Guarantors~~ each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower or any other Loan Party~~ Account Party, for amounts paid under this Article X until such time as the ~~Obligations have~~ Bank has been paid in ~~full~~ full, no Letter of Credit is outstanding, and no Person or Official Body shall have any right to request any return or reimbursement of funds from the ~~Commitments have expired or terminated~~Bank in connection with monies received under the Transaction Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain irrevocable, absolute and unconditional as described above: (ai) at any time or from time to time, without notice to ~~any Guarantor~~the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the ~~Loan~~ Transaction Documents, or any other agreement or instrument referred to in the Transaction Documents ~~or other documents relating to the Obligations~~ shall be done or omitted; (ciii) 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~~ Transaction Documents, or any other agreement or instrument referred to in the Transaction Documents ~~or other documents relating to the Obligations~~ shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be ~~released, impaired~~ released or exchanged in whole or in part or otherwise dealt with; (div) any Lien granted to, or in favor of, the ~~Administrative Agent or any other holder of the Obligations~~ Bank as security for any of the Guaranteed Obligations shall be void or voidable, or shall fail to attach or be ~~perfected~~perfected or the Bank shall fail to realize on any collateral security; or (ev) any of the Guaranteed Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever~~whatsoever (except notices expressly required hereunder), and any requirement that the ~~Administrative Agent or any other holder of the Obligations~~ Bank exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan Documents~~ Transaction Documents, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Transaction Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. This is a guarantee of payment and not merely of collection.

Appears in 1 contract

Samples: Letter of Credit Facility and Reimbursement Agreement (Xl Capital LTD)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Company or any other ~~Loan~~ Credit Party for amounts paid under this Article X XI until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above~~: (a)~~ : at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived~~; (b)~~ ; any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted~~; (c)~~ ; the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with~~; (d)~~ ; any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; ~~or (e)~~ or CHAR1\1812724v7 any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (EnerSys)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall ~~have no~~ not exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated~~full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly ~~waives~~ waives, to the fullest extent permitted by Law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Salesforce Com Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations (other than contingent indemnification or similar obligations not then due) have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Artio Global Investors Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the ~~Commitments have~~ Revolving Commitment has expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan ~~Documents~~ Documents, or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan ~~Documents~~ Documents, or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative Agent~~ Lender or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative Agent~~ Lender or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan ~~Documents~~ Documents, or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Citi Trends Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan ~~Documents~~ Documents, or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan ~~Documents~~ Documents, or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan ~~Documents~~ Documents, or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Epicor Software Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~laws, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Revolving Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Websense Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;; Table of Contents (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other~~ holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (School Specialty Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations arising under the Loan Documents (other than Ongoing Obligations) have been paid in full and the Revolving Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan ~~Documents~~ Documents, or other documents relating to the Obligations or any other agreement or instrument referred to therein shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan ~~Documents~~ Documents, or any other documents relating to the Obligations or any other agreement or instrument referred to therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other~~ holder of ~~the~~ Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other~~ holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan ~~Documents~~ Documents, or any other ~~document~~ documents relating to the ~~Obligations~~Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Volt Information Sciences, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 14.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by ~~applicable~~ Applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or ~~guarantor~~guarantor (other than payment and performance of the Obligations in full), it being the intent of this Section ~~10.02~~ 14.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X 14 until ~~such time as~~ payment and performance of the Obligations ~~have been paid~~ in ~~full and the Commitments have expired or terminated~~full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, ~~the~~ Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected~~; or~~; (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor); or (f) any other action or inaction shall occur that might constitute a surety defense (other than payment in full of the Obligations). With respect to its obligations hereunder, each Guarantor hereby expressly waives to the extent permitted by Law diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that ~~the~~ Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Quorum Health Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Superpriority Secured Debtor in Possession Credit Agreement (FTD Companies, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (International Assets Holding Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the ~~Borrower~~ Borrowers or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X XI until such time as the Obligations have been ~~paid in full and the Commitments have expired or terminated~~Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Term Loan Agreement (Potlatch Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been ~~paid in full~~ Fully Satisfied and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Kid Brands, Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Teradyne, Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~Laws, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Newport Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Adeptus Health Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan~~ Credit Documents or Swap Contracts, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ either Borrower or any other ~~Loan~~ Credit Party for amounts paid under this Article X XI until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any~~ the Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any~~ the Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the ~~Loan~~ Credit Documents or any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents or such Swap Contracts shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, ~~supplemented~~ supplemented, waived or amended in any respect, or any right under any of the ~~Loan~~ Credit Documents or any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents or any Swap Contract shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected~~; or~~, or shall be released in accordance with the terms of this Agreement; (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any~~ the Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any~~ the Guarantor); or (f) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan~~ Credit Documents or any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Credit Documents or any Swap Contract or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Sabra Health Care REIT, Inc.)

Appears in 1 contract

Samples: Loan, Guaranty and Security Agreement (Gryphon Digital Mining, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.03 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been indefeasibly paid in ~~full~~ full, in cash, and the ~~Commitments have~~ Revolving Commitment has expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following (each of which is hereby specifically authorized by each Guarantor without notice to any Guarantor) shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be ~~waived~~waived (including acceptance of delinquent or partial payments on the Obligations); (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be ~~accelerated,~~ accelerated or extended; or any of the Obligations (or the terms and conditions of the all or any part of the Obligations, including without limitation, interest rates, times or places for payment) shall be renewed, compromised, modified, ~~supplemented~~ extended, released, subordinated, waived, supplemented, amended or ~~amended~~ restated in any respect, ; or any right under any of the Loan Documents or other documents relating to the Obligations shall be ~~waived~~ waived; or any other guarantee of any of the Obligations or any security therefor shall be released, enforced, waived, released, subordinated, terminated, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative Agent~~ Lender or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected, shall fail to be enforced, or shall be sold, assigned or otherwise disposed of; (e) the proceeds of any such Lien, security or credit support for the Obligations and the order or manner of its sale or enforcement shall be applied, effected and directed as the Lender, at its sole discretion, may determine; (f) the Borrower or any other guarantor or other person or entity liable on the Obligations shall be released or substituted; or (eg) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, protest demand of payment, demand for performance, notices of non-performance, notices of dishonor, notices of acceptance, protest and all other notices whatsoever, and any requirement that the ~~Administrative Agent~~ Lender or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Sunpower Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents~~ document relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected~~; or~~; (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor); or (f) any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed obligation. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever,~~ whatsoever and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the ~~Obligations,~~ Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Interface Inc)

Obligations Unconditional. The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or ~~guarantor~~guarantor (other than payment in full), it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations have been paid in full (other than contingent obligations for which no claim has been made) and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (TrueBlue, Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the ~~Obligations have been paid in full and the Commitments have expired or terminated~~Facility Termination Date has occurred. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Adeptus Health Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been ~~paid in full~~ Fully Satisfied and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Kid Brands, Inc)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan Documents~~ Credit Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Credit Party Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this ~~Article X~~ Section 4 until such time as the Credit Party Obligations have been ~~paid in full and the Commitments have expired or terminated~~Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Credit Party Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents shall be done or omitted; (c) the maturity of any of the Credit Party Obligations shall be accelerated, or any of the Credit Party Obligations shall be modified, supplemented or amended in any respect, or any right under any of the ~~Loan~~ Credit Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents shall be waived or any other guarantee of any of the Credit Party Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Credit Party Obligations shall fail to attach or be perfected; or (e) any of the Credit Party Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan~~ Credit Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Credit Documents, or against any other Person under any other guarantee of, or security for, any of the Credit Party Obligations.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Amn Healthcare Services Inc)

Obligations Unconditional. (a) The obligations of the Guarantors under Section ~~10.01~~ 4.01(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the |US-DOCS\126402975.16140630557.8|| Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02(a) that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all ~~circumstances~~circumstances (including, without limitation, any Benchmark Replacement Conforming Changes or any other modifications or other amendments delivered or otherwise implemented or effected (automatically or otherwise) in accordance with or in furtherance of Section 3.03(f)). Each Guarantor agrees that such ~~Guarantor~~ Guarantor, as applicable, shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the Borrower or~~ any ~~other~~ Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated.~~ full. (b) Without limiting the generality of ~~the foregoing~~Section 4.02(a), it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (ciii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (~~d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e~~iv) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). ; or (v) any law or regulation of any jurisdiction or any other event affecting any term of the Obligations. (c) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (APi Group Corp)

Obligations Unconditional. (a) The obligations of the Guarantors under Section ~~10.01~~ 4.01(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02(a) that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all ~~circumstances~~circumstances (including, without limitation, any Benchmark Replacement Conforming Changes or any other modifications or other amendments delivered or otherwise implemented or effected (automatically or otherwise) in accordance with or in furtherance of Section 3.03(f)). Each Guarantor agrees that such ~~Guarantor~~ Guarantor, as applicable, shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the Borrower or~~ any ~~other~~ Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in ~~full and the Commitments have expired or terminated.~~ full. (b) Without limiting the generality of ~~the foregoing~~Section 4.02(a), it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor ~~hereunder,~~ hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (ciii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (~~d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e~~iv) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). ; or (v) any law or regulation of any jurisdiction or any other event affecting any term of the Obligations. (c) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Acuren Corp)

Obligations Unconditional. The obligations of the ~~Guarantors~~ Guarantor under Section ~~10.01~~ 10.1 are ~~joint and several,~~ absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Obligations, any of the Loan Documents or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 10.2 that the obligations of the ~~Guarantors~~ Guarantor hereunder shall be absolute and unconditional under any and all circumstances. ~~Each~~ The Guarantor agrees that ~~such Guarantor~~ it shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ any Borrower ~~or any other Loan Party~~ for amounts paid under this Article X until such time as the Obligations have been paid in ~~full and~~ full, the Commitments have expired or terminated, there exists no obligation of any Issuing Bank to issue a Letter of Credit and all Letters of Credit have been fully drawn or expired. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any~~ the Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any~~ the Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents between any Loan Party and any Lender, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents between any Loan Party and any Lender, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any~~ the Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any~~ the Guarantor). With respect to its obligations hereunder, ~~each~~ the Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever~~whatsoever (other than notices to the Guarantor which are specifically required under a Loan Document to which the Guarantor is a party), and any requirement that the Administrative Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents between any Loan Party and any Lender, or any Affiliate of a Lender, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations,~~ Loan Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Carey W P & Co LLC)

Obligations Unconditional. The obligations of the ~~Guarantors~~ Guarantor under Section ~~10.01~~ 9.1 are ~~joint and several,~~ absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan ~~Documents~~ Documents, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 9.2 that the obligations of the ~~Guarantors~~ Guarantor hereunder shall be absolute and unconditional under any and all circumstances. ~~Each~~ The Guarantor agrees that ~~such~~ the Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against either the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this ~~Article X~~ Section 9.2 until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any~~ the Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any~~ the Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) 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 ~~or other documents relating to the Obligations~~ shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the 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 ~~or other documents relating to the Obligations~~ shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative Agent or any other holder of the Obligations~~ Lender as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any~~ the Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any~~ the Guarantor). With respect to its obligations hereunder, ~~each~~ the Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative Agent or any other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan ~~Documents~~ Documents, or any other ~~document relating~~ agreement or instrument referred to ~~the Obligations~~in Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (DCP Midstream, LP)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall ~~have no~~ not exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full (other than contingent reimbursement obligations for which no claim has been made) and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices ~~whatsoever~~whatsoever (other than as expressly required herein), and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (STR Holdings, Inc.)

Obligations Unconditional. The obligations of the ~~Guarantors~~ Domestic Loan Parties under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the ~~Guarantors~~ Domestic Loan Parties hereunder shall be absolute and unconditional under any and all circumstances. Each ~~Guarantor~~ Domestic Loan Party agrees that such ~~Guarantor~~ Domestic Loan Party shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the Borrower or~~ any other Loan Party for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any ~~Guarantor~~ Domestic Loan Party hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any ~~Guarantor~~Domestic Loan Party, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any ~~Guarantor~~Loan Party) or shall be subordinated to the claims of any Person (including any creditor of any ~~Guarantor~~Loan Party). With respect to its obligations hereunder, each ~~Guarantor~~ Domestic Loan Party hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Balchem Corp)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected~~; or~~; (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor); or (f) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of any Lender, Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with any Loan Party or any Subsidiary, or the Administrative Agent with respect thereto. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Brookdale Senior Living Inc.)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against ~~the~~ Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X IV until such time as the Obligations have been ~~paid in full~~ Paid In Full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Requirements of Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Nacco Industries Inc)

Obligations Unconditional. The obligations of the ~~Guarantors~~ Parent under this Section ~~10.01~~ 12.1 are ~~joint and several,~~ absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the ~~Loan Documents~~ Credit Documents, Credit Facility Swap Contracts or Treasury Management Agreements, or any other ~~documents relating~~ agreement or instrument referred to ~~the Obligations~~therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable ~~Law~~law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 12.2 that the obligations of the ~~Guarantors~~ Parent hereunder shall be absolute and unconditional under any and all circumstances. ~~Each Guarantor~~ The Parent agrees that ~~such Guarantor~~ it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower ~~or any other Loan Party~~ for amounts paid under this ~~Article X~~ Section 12 until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by ~~Law~~law, the occurrence of any one or more of the following shall not alter or impair the liability of ~~any Guarantor~~ the Parent hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to ~~any Guarantor~~the Parent, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;; 83 Spectra Energy Partners OLP, LP (b) any of the acts mentioned in any of the provisions of any of the ~~Loan Documents~~ Credit Documents, any Credit Facility Swap Contract or Treasury Management Agreement between Credit Party and any Lender, or any Affiliate of a Lender, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents, such Credit Facility Swap Contracts or such Treasury Management Agreements shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the ~~Loan Documents~~ Credit Documents, any Credit Facility Swap Contract or Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, or any other ~~documents relating~~ agreement or instrument referred to in the ~~Obligations~~ Credit Documents, such Credit Facility Swap Contracts or such Treasury Management Agreements shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (~~including~~ including, without limitation, for the benefit of any creditor of ~~any Guarantor~~the Parent) or shall be subordinated to the claims of any Person (~~including~~ including, without limitation, any creditor of ~~any Guarantor~~the Parent). With respect to its obligations hereunder, ~~each Guarantor~~ the Parent hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the ~~Administrative~~ Agent or any ~~other holder of the Obligations~~ Lender exhaust any right, power or remedy or proceed against any Person under any of the ~~Loan Documents~~ Credit Documents, any Credit Facility Swap Contract or any Treasury Management Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, or any other ~~document relating~~ agreement or instrument referred to in the ~~Obligations~~Credit Documents, such Credit Facility Swap Contracts or such Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Spectra Energy Partners, LP)

Obligations Unconditional. The obligations of the Guarantors under Section ~~10.01~~ 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any ~~other~~ circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section ~~10.02~~ 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X IV until ~~such time as~~ the ~~Obligations have been paid in full and the Commitments have expired or terminated~~Facility Termination Date. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives (to the extent permitted by Law) diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Syntel Inc)

Obligations Unconditional. The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by ~~applicable~~ Applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of ~~the~~ Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of ~~the~~ Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Rite Aid Corp)

Obligations Unconditional. The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other ~~Loan Party~~ Guarantor for amounts paid under this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Health Insurance Innovations, Inc.)

Common use of Obligations Unconditional Clause in Contracts