Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. 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 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omitted; (c) 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).
Appears in 4 contracts
Samples: Guaranty Agreement (Optimus Healthcare Services, Inc.), Guaranty Agreement (Charge Enterprises, Inc.), Guaranty Agreement (Charge Enterprises, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 6.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.2 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 4 contracts
Samples: Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 14.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement, the Transaction Documents, other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligationsobligations, 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 14.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute and unconditional as described above:
(aI) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to any GuarantorWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED;
(bII) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED;
(cIII) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction DocumentsOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR
(dIV) any of the Guaranteed Obligations shall be determined to be void or voidable (includingANY LIEN OR SECURITY INTEREST GRANTED TO, without limitationOR IN FAVOR OF, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (includingAGENT, without limitationTHE ISSUING BANK OR ANY LENDER OR LENDERS AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED. EACH GUARANTOR HEREBY EXPRESSLY WAIVES DILIGENCE, any creditor of any Guarantor)PRESENTMENT, DEMAND OF PAYMENT, PROTEST AND ALL NOTICES WHATSOEVER, AND ANY REQUIREMENT THAT AGENT, THE ISSUING BANK OR ANY LENDER EXHAUST ANY RIGHT, POWER OR REMEDY OR PROCEED AGAINST BORROWERS OR ANY OTHER GUARANTOR HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN, OR AGAINST ANY OTHER PERSON UNDER ANY OTHER GUARANTEE OF, OR SECURITY FOR, ANY OF THE OBLIGATIONS, AND HEREBY WAIVE THE BENEFITS OF DIVISION AND DISCUSSION.
Appears in 3 contracts
Samples: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Credit Documents or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances, but subject in any case to Sections 10.10 and 10.12. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are have been irrevocably paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements commitments relating thereto have terminated in accordance with its termsexpired or been 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 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 Purchase Agreements, the Transaction Credit Documents, or other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase Agreements, Credit Documents or other documents relating to the Transaction DocumentsGuaranteed Obligations, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with;
(d) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAdministrative Agent or any of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(de) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers and supplements to the Credit 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 holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents or any other documents relating to the 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: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.)
Obligations Unconditional. The (a) Upon effectiveness, the obligations of each the Guarantor hereunder constitute a present and continuing guaranty of the Guarantors under Section 1 hereof payment and not of collectibility and are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, or any other agreement or instrument referred to thereinObligations, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of 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 Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 that the obligations of each the Guarantor hereunder shall shall, upon effectiveness, be absolute and unconditional unconditional, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that 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:
(ai) at any amendment or modification of any provision of this Agreement or any of the TCW Sub Notes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the TCW Sub Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the TCW Sub Notes;
(ii) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the TCW Sub Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(iii) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to Inland or any other Person or the Properties or creditors of any of them;
(iv) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the TCW Sub Notes or any other Note Purchase Document;
(v) any transfer of any assets to or from time Inland, including without limitation any transfer or purported transfer to timeInland from any Person, without notice any invalidity, illegality of, or inability to enforce, any Guarantorsuch transfer or purported transfer, any consolidation or merger of Inland with or into any Person, any change in the ownership of any shares of capital stock or similar equity interests of Inland, or any change whatsoever in the objects, capital structure, constitution or business of Inland;
(vi) any default, failure or delay, willful or otherwise, on the part of Inland or any other Person to perform or comply with, or the impossibility or illegality of performance by Inland or any other Person of, any term of this Agreement, the time TCW Sub Notes or any other Note Purchase Document;
(vii) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, Inland or any other Person for any performance reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the TCW Sub Notes or compliance with any other Note Purchase Document;
(viii) any lack or limitation of status or of power, incapacity or disability of Inland or any trustee or agent thereof; or
(ix) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing.
(b) The Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any Holder of a TCW Sub Note exhaust any right, power or remedy against Inland under this Agreement or the TCW Sub Notes or any other Note Purchase Document, or against any other Person under any other guarantee of, or security for, 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omitted;Obligations.
(c) In the maturity event that the Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Guarantor shall not exercise any subrogation or other rights hereunder or the TCW Sub Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against Inland, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to the Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the Holders of the TCW Sub Notes and shall forthwith be paid to such Holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Guarantor agrees that its obligations under this Section shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of Inland is rescinded or must be otherwise restored by any Holder of a TCW Sub Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.
(d) The guarantee in this Section is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, or any of as the Guaranteed Obligations shall be modifiedcase may be, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in hereunder as each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)such default occurs.
Appears in 3 contracts
Samples: Exchange and Note Issuance Agreement (Inland Resources Inc), Exchange and Note Issuance Agreement (Pengo Industries Inc), Exchange and Note Issuance Agreement (Inland Resources Inc)
Obligations Unconditional. The obligations of each the Guarantor under this Guaranty constitute a present and continuing guaranty of the Guarantors under Section 1 hereof payment and not collectability and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under the Shelf Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 that the obligations of each the Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that 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 amendment or from time to time, without notice to modification of any Guarantor, provision of the time for any performance of Shelf Agreement or compliance with any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or such performance of any furnishing or compliance shall be waivedacceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;
(b) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction DocumentsNotes, or any other agreement exercise or instrument referred to non-exercise of any right, remedy or power in the Purchase Agreements respect hereof or the Transaction Documents shall be done or omittedthereof;
(c) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the maturity Company or any other Person or the properties or creditors of any of them;
(d) the Guaranteed Obligations shall be acceleratedoccurrence of any Default or Event of Default under, or any of the Guaranteed Obligations shall be modified, supplemented invalidity or amended in any respectunenforceability of, or any right under misrepresentation, irregularity or other defect in, the Shelf Agreement, the Notes or any other agreement;
(e) any transfer of any assets to or from the Company, including without limitation any transfer or purported transfer to the Company from any person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Purchase AgreementsCompany with or into any person, any change in the Transaction Documentsownership of any shares of capital stock of the Company, or any other agreement or instrument referred to change whatsoever in the Purchase Agreements objects, capital structure, constitution or business of the Transaction Documents shall be waived Company;
(f) any default, failure or delay, willful or otherwise, on the part of the Company or any other guarantee person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Guaranteed Obligations Shelf Agreement, the Notes or any security therefor shall be released other agreement;
(g) any suit or exchanged other action brought by, or any judgment in whole favor of, any beneficiaries or creditors of, the Company or any other person for any reason whatsoever, including without limitation any suit or action in part any way attacking or otherwise dealt withinvolving any issue, matter or thing in each caserespect of the Shelf Agreement, in accordance with the Transaction DocumentsNotes or any other agreement;
(h) any lack or limitation of status or of power, incapacity or disability of the Company or any trustee or agent thereof; or
(di) any of the Guaranteed Obligations shall be determined to be void other thing, event, happening, matter, circumstance or voidable (includingcondition whatsoever, without limitation, for the benefit of not in any creditor of any Guarantor) or shall be subordinated way limited to the claims of any Person (including, without limitation, any creditor of any Guarantor)foregoing.
Appears in 3 contracts
Samples: Unconditional Parent Guaranty (RGC Resources Inc), Unconditional Parent Guaranty (RGC Resources Inc), Unconditional Parent Guaranty (RGC Resources Inc)
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 13.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Borrower under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty Guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full in cash of the Guaranteed Obligations (other than excluding contingent indemnification obligations as to the extent which no claim giving rise thereto has claims have been asserted) and termination of the Purchase Agreements in accordance with their termsmade)), it being the intent of this Section 3 13.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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;
(b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents Loan Document shall be waived or any other guarantee Guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, without limitationor against any other Person under any other Guarantee of, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Sonendo, Inc.), Credit Agreement (Sonendo, Inc.), Credit Agreement (Sonendo, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 hereof 3.01 constitute a guarantee of payment and to the fullest extent permitted by applicable law are absolute absolute, irrevocable and unconditionalunconditional and are joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, other Loan Parties under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the their respective Guaranteed 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 defense, set-off or counterclaim of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute absolute, irrevocable and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute absolute, irrevocable and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary Guarantors, the time for any performance of or compliance with any of the their respective Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or released;
(bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted;
(ciii) the maturity of any of the their respective Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented supplemented, amended or amended partially terminated in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be amended or waived in any respect or any other guarantee of any of the their respective Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) the Guaranteed Obligations at any time or from time to time shall exceed the amount of liability of such Subsidiary Guarantor;
(v) any security interest, in each caseguarantee or right of offset shall be sold off, in accordance with the Transaction Documentsexchanged, waived, surrendered or released; or
(dvi) any lien or security interest granted to, or in favor of, the Administrative Agent, any Lender or Lenders or any other Guaranteed Party as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, any Lender or voidable (includingany other Guaranteed Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of their respective Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Guaranteed Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Guaranteed Parties, for and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Guaranteed Parties, until the payment and satisfaction in full of any Guarantor) or shall all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement notwithstanding that from time to time during the term of this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 3 contracts
Samples: Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.)
Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 hereof are 9.01 (Guarantee) shall be continuing, irrevocable, primary, absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Financing Document or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 9.02 that the obligations of each the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter alter, limit or impair the liability of any the Guarantor hereunder hereunder, which shall remain absolute and unconditional unconditional, as described above, without regard to and not be released, discharged or in any way affected (whether in full or in part) by:
(a) at any time modification or from time to timeamendment (including, without notice to limitation, by way of amendment, extension, renewal, novation or waiver), or any Guarantor, acceleration or other change in the time for any payment or performance of the terms of all or compliance with any part of the Guaranteed Obligations shall be extended, or such performance any Financing Document or compliance shall be waivedany other agreement or instrument whatsoever relating thereto;
(b) any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the acts mentioned in any liability of the provisions Guarantor hereunder or of any other guarantee of all or any part of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedGuaranteed Obligations;
(c) the maturity any exchange, substitution, release, non-perfection or impairment 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee collateral securing payment of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; orObligation;
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit release of any creditor of any Guarantor) or shall be subordinated to the claims of any other Person (including, without limitation, any creditor other guarantor with respect to the Guaranteed Obligations) from any personal liability with respect to all or any part of the Guaranteed Obligations;
(e) any settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as applicable law may dictate, of all or any part of the Guaranteed Obligations or any other guarantee of (including, without limitation, any letter of credit issued with respect to) all or any part of the Guaranteed Obligations;
(f) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligation, any guarantee or other liability in respect thereof or any collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any liens in any such collateral or other security;
(g) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any collateral or other security for any Guaranteed Obligation or for any guarantee or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(h) any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Loan Parties or any other Person directly or indirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any such application;
(i) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to the Loan Parties, the Guarantor or a surety or guarantor generally, other than irrevocable payment, performance, satisfaction or discharge in full (in accordance with the terms of the applicable Financing Document);
(j) the giving of any consent to the merger or consolidation or, the sale of substantial assets by, or other restructuring or termination of the existence of the Loan Parties or any other Person or any disposition of any shares of the Guarantor; or
(k) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation. The Guarantor acknowledges and agrees that the Guaranteed Obligations include interest on the Guaranteed Obligations at the applicable rate therefor under the Financing Documents, which accrues after the commencement of any such proceeding (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such Guaranteed Obligations include the interest which would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced), since it is the intention of the parties that the amount of the Guaranteed Obligations which is guaranteed by the Guarantor should be determined without regard to any rule of law or order which may relieve a Loan Party of any portion of the Guaranteed Obligations. The Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Collateral Agent, or allow the claim of the Collateral Agent in respect of, interest which would have accrued after the date on which such proceeding is commenced.
(l) Should any money due or owing hereunder not be recoverable from the Guarantor for any reason, whether by operation of law or otherwise, then, in any such case, such money shall nevertheless be recoverable by the Collateral Agent from the Guarantor as though the Guarantor were the principal debtor in respect thereof and not merely a guarantor and shall be paid by the Guarantor forthwith.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Renewable Energy Group, Inc.), Revolving Credit Agreement (Renewable Energy Group, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Note Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Purchase Agreements all Delayed Draw Note Commitments have terminated in accordance with its termsexpired or been 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 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien granted to, or in favor of, the Collateral Agent or any Purchaser as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Collateral Agent or any Purchaser exhaust any right, power or remedy or proceed against any Person under any of the Note Documents, or any other agreement or instrument referred to in the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.
Appears in 2 contracts
Samples: Note Purchase Agreement (OptiNose, Inc.), Note Purchase Agreement (OptiNose, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsCredit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Guaranteed Obligations are Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full (other than contingent indemnification obligations full, all Commitments under the 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 extent no claim giving rise thereto has been asserted) and Lenders in connection with monies received under the Purchase Agreements have terminated in accordance with its termsCredit Documents or Hedging Agreements. 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:
(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 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 Purchase Agreements, the Transaction Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Purchase Credit Documents or Hedging Agreements or the Transaction Documents 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 Purchase Agreements, the Transaction Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Purchase Credit Documents or Hedging Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any Lien granted to, or in each casefavor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected or shall be released or discharged in accordance with the Transaction Documentswhole or in part; or
(dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).
Appears in 2 contracts
Samples: Credit Agreement (Amerisource Distribution Corp), Credit Agreement (Amerisource Distribution Corp)
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 13.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Borrower or any other Subsidiary Guarantor under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by all applicable lawLaws, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 13.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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;
(b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Borrower or any other Subsidiary Guarantor under this Agreement or any other agreement or instrument referred to herein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Oyster Point Pharma, Inc.), Credit Agreement (Oyster Point Pharma, Inc.)
Obligations Unconditional. (a) The obligations of each of the Terra Guarantors under Section 1 hereof 8.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Terra Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 8.02 that the obligations of each Guarantor the Terra Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right .
(b) The obligations of subrogationthe TNLP Guarantors under Section 8.01 are absolute and unconditional, indemnityjoint and several, reimbursement irrespective of the value, genuineness, validity, regularity or contribution against any Note Party for amounts paid enforceability of the obligations of TNLP under this Guaranty until Agreement, the Guaranteed Obligations are paid in full (Notes or any other than contingent indemnification obligations agreement or instrument referred to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the foregoingTNLP Guaranteed Obligations, it is agreed thatand, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 8.02 that the obligations of the TNLP Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances.
(c) Without limiting the generality of the foregoing clauses (a) and (b), it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Administrative Agent, any Issuing Bank or any Lender as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (includingperfected. The Guarantors hereby expressly waive diligence, without limitationpresentment, for demand of payment, protest and all notices whatsoever, and any requirement that the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationAdministrative Agent, any creditor Issuing Bank or any Lender exhaust any right, power or remedy or proceed against either Borrower under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of any Guarantor)the Guaranteed Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Terra Industries Inc), Credit Agreement (Terra Industries Inc)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 7.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable requirements of law, are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction Documents, or any other agreement or instrument referred to thereinBorrower under this Agreement, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe 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;
(b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents this Agreement shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents this Agreement shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) the release of any other Guarantor pursuant to Section 7.9. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Lender exhaust any right, power or remedy or proceed against Borrower under this Agreement, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Lender upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be determined construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Lender, and the obligations and liabilities of the Guarantors hereunder shall not be void conditioned or voidable (including, without limitation, for contingent upon the benefit pursuit by Lender or any other person at any time of any creditor right or remedy against Borrower or against any other person which may be or become liable in respect of all or any Guarantor) part of the Guaranteed Obligations or shall be subordinated to the claims against any collateral security or guarantee therefor or right of any Person (including, without limitation, any creditor of any Guarantor)offset with respect thereto.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gsi Commerce Inc), Stock Purchase Agreement (Gsi Commerce Inc)
Obligations Unconditional. The obligations of each of the Guarantors and, as applicable, the Borrower under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance of Guaranteed Obligations and, to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, and joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsGuaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsindemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Credit Parties hereunder, which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Credit Parties, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of, the Issuing Bank or any Lender, Agent or other Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable valid and perfected;
(including, without limitation, e) any exercise of remedies with respect to any security for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person Guaranteed Obligations (including, without limitation, any creditor collateral, including the Collateral securing or purporting to secure any of the Guaranteed Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Credit Party would otherwise have and without limiting the generality of the foregoing but other than with respect to any rights expressly set forth herein or in any other Loan Document, each Credit Party hereby expressly waives any and all benefits which might otherwise be available to such Credit Party in its capacity as a guarantor under applicable law; or
(f) the release of any Guarantorother Guarantor pursuant to Section 9.10. The Credit Parties hereby expressly waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever (other than any notices expressly required herby or by any other Loan Document), and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any other Credit Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Credit Parties waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and/or the Guarantors on the one hand and the Secured Parties on the other hand shall likewise be presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance of the Guaranteed Obligations without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Credit Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or any other Credit Party or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Credit Parties and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Jamf Holding Corp.), Credit Agreement (Juno Topco, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: Omnibus Incremental Term Loan and Seventh Amendment to Credit Agreement (Global Eagle Entertainment Inc.), Credit Agreement (Global Eagle Entertainment Inc.)
Obligations Unconditional. (a) The obligations of each of the Guarantors Irish Holdco, Irish Sub Holdco and Lux Holdco under Section 1 hereof 10.01 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Loan Documents or any other agreement or instrument referred documents relating to thereinthe Secured Obligations, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Secured 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 (other than payment in full in cash of the Guaranteed Obligations (Secured Obligations, other than contingent indemnification obligations to the extent indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsmade), it being the intent of this Section 3 10.02 that the obligations of each Guarantor the Irish Holdco, Irish Sub Holdco and Lux Holdco hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees of the Irish Holdco, Irish Sub Holdco and Lux Holdco agree that it they shall have no right of subrogation, indemnity, reimbursement or contribution against a Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Article X until such time as the Guaranteed Secured Obligations are have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) in cash and the Purchase Agreements Commitments have terminated in accordance with its terms. expired or terminated.
(b) 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 the Irish Holdco, Irish Sub Holdco or Lux Holdco hereunder, which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Irish Holdco, Irish Sub Holdco or Lux Holdco, the time for any performance of or compliance with any of the Guaranteed Secured 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 Purchase Agreements, Loan Documents or other documents relating to the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents Secured Obligations shall be done or omitted;
(ciii) the maturity of any of the Guaranteed Secured Obligations shall be accelerated, or any of the Guaranteed Secured Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, Loan Documents or other documents relating to the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents Secured Obligations shall be waived or any other guarantee of any of the Guaranteed Secured Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with;
(iv) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAdministrative Agent, the Collateral Agent or any other holder of the Secured Obligations as security for any of the Secured Obligations shall fail to attach or be perfected; or
(dv) any of the Guaranteed Secured Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantorthe Irish Holdco, Irish Sub Holdco or Lux Holdco) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantorthe Irish Holdco, Irish Sub Holdco or Lux Holdco).
(c) With respect to its obligations hereunder, each of the Irish Holdco, Irish Sub Holdco and Lux Holdco hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any other holder of the Secured Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or other documents relating to the Secured Obligations, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Endo International PLC), Credit Agreement (Endo International PLC)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of any of Borrower under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(c) 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.9, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of, an Issuing Lender or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(e) the release of any other Guarantor pursuant to Section 11.9. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against any Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against any Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder (and each Guarantor hereby also waives to the extent permitted by Law any Guarantor hereunder defenses it may have arising from the following), which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in each case, any legal exchange market in such jurisdiction in accordance with normal commercial practice, (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the Transaction Documents; orimposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above.
(dv) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(vi) the release of any other Guarantor pursuant to Section 11.10. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Beasley Broadcast Group Inc), Credit Agreement (Beasley Broadcast Group Inc)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents, Secured Swap Agreements, Secured Treasury Management Agreements or Foreign Currency Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party Borrower or any other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements Commitments have terminated in accordance with its termsexpired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable lawLaw, 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 Purchase Agreements, the Transaction Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, any Foreign Currency Agreement or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or the Transaction Documents such Foreign Currency Agreements shall be done or omitted;
(c) 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 Purchase AgreementsLoan Documents, the Transaction Documentsany Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or the Transaction Documents such Foreign Currency Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Shiloh Industries Inc), Credit Agreement (Shiloh Industries Inc)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Global Eagle Entertainment Inc.), Second Lien Credit Agreement (Global Eagle Entertainment Inc.)
Obligations Unconditional. (a) The obligations of each of the Member Guarantors under Section 1 hereof 2.01 are absolute joint and several and constitute a present and continuing guaranty of payment and not collectibility and are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under the Note and Guarantee Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Guarantor the Member Guarantors hereunder shall be absolute absolute, irrevocable and unconditional unconditional, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Member Guarantor hereunder which shall remain absolute absolute, irrevocable and unconditional as described above:
(a1) at any amendment or modification of any provision of the Note and Guarantee Agreement or any of the Notes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or from the granting of time to in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee (including the release of any other Member Guarantor as contemplated by Section 5.07) so furnished or accepted for any of the Notes;
(2) any waiver, consent, extension, granting of time, without notice forbearance, indulgence or other action or inaction under or in respect of the Note and Guarantee Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to any the Parent Guarantor, the time Company, the Guarantor or any other Person or the properties or creditors of any of them;
(4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note and Guarantee Agreement, the Notes or any other agreement;
(5) any transfer or purported transfer of any assets to or from the Parent Guarantor, the Company or the Guarantor, including without limitation, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Parent Guarantor, the Company or the Guarantor with or into any Person, any change in the ownership of any shares of capital stock or other equity interests of the Parent Guarantor, the Company or the Guarantor, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor, the Company or the Guarantor;
(6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor, the Company or the Guarantor or any other Person to perform or comply with, or the impossibility or illegality of performance by the Parent Guarantor, the Company or the Guarantor or any other Person of, any term of the Note and Guarantee Agreement, the Notes or any other agreement;
(7) any suit or other action brought by, or any judgment in favour of, any beneficiaries or creditors of, the Parent Guarantor, the Company or the Guarantor or any other Person for any performance reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note and Guarantee Agreement, the Notes, any other Member Guarantee given by another Member Guarantor or compliance with any other agreement;
(8) any lack or limitation of status or of power, incapacity or disability of the Parent Guarantor, the Company or the Guarantor or any trustee or agent thereof; or
(9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;Obligations).
(b) The guarantee under this Section 2 is a guarantee of payment and not collectibility and each Member Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any of requirement that any Holder exhaust any right, power or remedy against the acts mentioned in any of the provisions of any of the Purchase AgreementsParent Guarantor, the Transaction Documents, Company or the Guarantor under the Note and Guarantee Agreement or the Notes or any other agreement or instrument referred to in herein or therein, or against any other Member Guarantor, or against any other Person under any other guarantee of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations.
(c) In the maturity event that any Member Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, such Member Guarantor shall not exercise any subrogation or other rights hereunder or, under the Notes or under the Note and Guarantee Agreement and such Member Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Parent Guarantor, the Company, the Guarantor or any other Member Guarantor, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to any Member Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Member Guarantor agrees that its obligations under this Deed of Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor, the Guarantor or the Company is rescinded or must be otherwise restored by any Holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 2 is a continuing guarantee and indemnity and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, as the case may be, hereunder as each such default occurs. This Section 2 is a principal and independent obligation and, except for stamp duty purposes, is not ancillary or any collateral to another document, agreement, right or obligation. If an event permitting or causing the acceleration of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any maturity of the Purchase Agreementsprincipal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor, the Transaction Documents, Guarantor or the Company or any other agreement Person of a case or instrument referred to in proceeding under a bankruptcy or insolvency law, each Member Guarantor agrees that, for purposes of this Deed of Guarantee and its obligations hereunder, the Purchase Agreements or maturity of the Transaction Documents principal amount of the Notes shall be waived or any other guarantee of any of deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, Obligations) with the same effect as if the Holders had accelerated the same in accordance with the Transaction Documents; or
(d) any terms of the Guaranteed Obligations Note and Guarantee Agreement, and each Member Guarantor shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationforthwith pay such principal amount, any creditor of interest thereon, any Guarantor)Make-Whole Amount and any other amounts guaranteed hereunder without further notice or demand.
Appears in 2 contracts
Samples: Amendment No. 1 and Guarantee Agreement (News Corp), Deed of Guarantee (News Corp)
Obligations Unconditional. The obligations of each of the Guarantors Borrowers under Section 1 hereof 9.1 are continuing, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, other Borrowers under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed ObligationsObligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the Agent or the Lenders, and, to the fullest extent permitted by applicable law, law irrespective of any other circumstance whatsoever which (with or without notice to or knowledge of the Borrowers) that might otherwise constitute constitute, or might be construed to constitute, a legal or equitable discharge or defense of a surety defense, setoff or guarantor other than payment in full counterclaim of the Guaranteed Obligations (other than contingent indemnification obligations to Borrowers for the extent no claim giving rise thereto has been asserted) and termination of Obligations, or the Purchase Agreements Borrowers under this Article IX, in accordance with their termsbankruptcy or in any other instance, it being the intent of this Section 3 9.2 that the obligations of each Guarantor hereunder of the Borrowers under this Article IX shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder each of the Borrowers under this Article IX which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Borrowers, 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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, this Credit Agreement or any other Credit Document or agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Agent or any Lender as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each of the Borrowers waives any and all notice of the creation, renewal, extension or voidable (includingaccrual of any of the Obligations and notice of or proof of reliance by any Lender upon this cross guaranty or acceptance of this cross guaranty; the Obligations, without limitationand any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this cross guaranty; and all dealings between any of the Borrowers, on the one hand, and the Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this cross guaranty. Each of the Borrowers hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or any Lender exhaust any right, power or remedy or proceed against any Borrower under this Credit Agreement or any other Credit Document or agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Obligations. When pursuing its rights and remedies under this Article IX against a Borrower, the Agent and each Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the other Borrowers or any other Person or against any collateral security or guarantee for the benefit Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from the other Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of setoff, or any release of the other Borrowers or any such other Person or of any creditor such collateral security, guarantee or right of setoff, shall not relieve the Borrowers of any Guarantor) liability under this Article IX, and shall not impair or shall be subordinated to affect the claims rights and remedies, whether express, implied or available as a matter of any Person (includinglaw, without limitation, any creditor of any Guarantor)the Agent and the Lenders against the Borrowers.
Appears in 2 contracts
Samples: Credit Agreement (Spinnaker Industries Inc), Credit Agreement (Lynch Corp)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute primary, absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsGuaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations with respect to the extent no claim giving rise thereto has been assertedSecured Obligations set forth in clauses (a) and termination (b) of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsdefinition thereof). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe 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;
(b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction Documentsother Loan Documents or the Notes, if any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void valid, perfected or voidable to have the priority required under the Loan Documents; or
(includinge) the release of any other Guarantor pursuant to Section 7.09. The Guarantors hereby expressly waive, to the fullest extent permitted by applicable Legal Requirements, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower or any Guarantor under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive , to the fullest extent permitted by applicable Legal Requirements, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall be primary and shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and their respective successors and assigns, and shall inure to the benefit of any creditor the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Internap Corp), Credit Agreement (Internap Corp)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 14.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement, the Transaction Documents, other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligationsobligations, 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 14.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute and unconditional as described above:
(aI) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to any GuarantorWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED;
(bII) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED;
(cIII) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction DocumentsOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR
(dIV) any of the Guaranteed Obligations shall be determined to be void or voidable (includingANY LIEN OR SECURITY INTEREST GRANTED TO, without limitationOR IN FAVOR OF, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (includingAGENT, without limitation, any creditor of any Guarantor)THE ISSUING BANK OR ANY LENDER OR LENDERS AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED.
Appears in 2 contracts
Samples: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Note Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Note Purchase Agreements Commitments have terminated in accordance with its termsexpired 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 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Note Documents, or any other agreement or instrument referred to in the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.
Appears in 2 contracts
Samples: Note Purchase Agreement (Puma Biotechnology, Inc.), Note Purchase Agreement (Osmotica Pharmaceuticals PLC)
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of Borrower under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, Obligations and irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than Subsidiary Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsindemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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;
(b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction DocumentsNotes, if any, the other Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of, any Lender or Agent or other Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void valid, perfected or voidable have the priority required under the Loan Documents; or
(includinge) the release of any other Subsidiary Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower or any other Subsidiary Guarantor(s) under this Agreement, the Notes, if any, the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, for and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction Borrower and the Restricted Subsidiaries under this Agreement, the other Loan Documents, the Secured Hedge Agreements, the Treasury Services Agreements, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 11.10. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower or any Restricted Subsidiary under this Agreement, the other Loan Documents, the Secured Hedge Agreements, the Treasury Services Agreements or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Restricted Subsidiaries and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or the Restricted Subsidiaries or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors GATX Rail under Section 1 2.01 hereof are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Credit Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, and irrespective of 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 Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Guarantor GATX Rail hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor GATX Rail hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any GuarantorGATX Rail, 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 Purchase Agreements, the Transaction Documents, Credit Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Credit Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. GATX Rail hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Borrower under the Credit Agreement or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Gatx Financial Corp), Credit Agreement (Gatx Financial Corp)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Account Parties under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release release, non-perfection or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 Article that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against circumstances (and any Note Party for amounts paid under this Guaranty until defenses arising from the Guaranteed Obligations foregoing are paid in full (other than contingent indemnification obligations hereby waived to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termspermitted by applicable law). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe 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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted;; or
(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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; and any other defenses arising from the foregoing are hereby waived to the extent permitted by applicable law. The Guarantors hereby expressly waive diligence, in each casepresentment, in accordance with demand of payment, protest and all notices whatsoever, and any requirement that the Transaction Documents; or
(d) Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against any Account Party under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Xl Group PLC), Credit Agreement (Xl Group PLC)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(c) 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(e) the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Jason Industries, Inc.), Second Lien Credit Agreement (Jason Industries, Inc.)
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Company under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 2 contracts
Samples: Third Amended and Restated Credit Agreement (Cornell Corrections Inc), Credit Agreement (Cornell Corrections Inc)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Note or any of the Transaction DocumentsRelated Document, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Secured Obligations, and, to the fullest extent permitted by applicable 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 11(b) that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Maker or any Note Party other Guarantor for amounts paid under this Guaranty Section 11 until such time as the Guaranteed Secured Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated been paid in accordance with its termsfull. 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 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 Guaranteed Secured 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 Purchase Agreements, the Transaction DocumentsNote or any Related Document, or any other agreement or instrument referred to in the Purchase Agreements Note or the Transaction Related Documents shall be done or omitted;
(ciii) the maturity of any of the Guaranteed Secured Obligations shall be accelerated, or any of the Guaranteed Secured Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Note or Related Documents, or any other agreement or instrument referred to in the Purchase Agreements Note or the Transaction Related Documents shall be waived or any other guarantee of any of the Guaranteed Secured Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with;
(iv) any lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsPayee as security for any of the Secured Obligations shall fail to attach or be perfected; or
(dv) any of the Guaranteed Secured Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Payee exhaust any right, power or remedy or proceed against any Person under any of the Note or Related Documents, or any other agreement or instrument referred to in the Note or Related Documents, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations.
Appears in 2 contracts
Samples: Secured Promissory Note and Guaranty Agreement (Greenbrook TMS Inc.), Secured Promissory Note and Guaranty Agreement (Neuronetics, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(c) 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(e) the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Jason Industries, Inc.), First Lien Credit Agreement (Jason Industries, Inc.)
Obligations Unconditional. The Guarantor covenants to and agrees with Independence and its successors and permitted assigns that, to the fullest extent permitted by law, its obligations of each of the Guarantors under Section 1 hereof this Guaranty are irrevocable, absolute and unconditional, irrespective shall remain in full force and effect, and shall not be impaired or affected by, or be subject to, any reduction, termination or other impairment by set-off, deduction, counterclaim, recoupment, interruption or otherwise, and Guarantor shall have no right to terminate this Guaranty or to be released, relieved or discharged, in whole or in part, from its performance or payment obligations referred to in this Guaranty for any reason whatsoever (other than the performance and payment in full of the valueGuaranteed Obligations), genuinenessincluding (a) any amendment, validitysupplement or modification to, regularity waiver of, consent to or enforceability departure from, or failure to exercise any right, remedy, power or privilege under or in respect of, the Energy Management Agreement, the Guaranteed Obligations or any other agreement or instrument relating thereto, (b) any insolvency, bankruptcy, reorganization, dissolution or liquidation of, or any similar occurrence with respect to, or cessation of existence of, or change of ownership of the Energy Managers, or any rejection of any of the Transaction DocumentsGuaranteed Obligations in connection with any Proceeding (as defined in Section 3 below) or any disallowance of all or any portion of any claim by Independence, its successors or permitted assigns in connection with any Proceeding, (c) any lack of genuineness, legality, *** CONFIDENTIAL TREATMENT REQUESTED *** 39 validity, regularity, enforceability or value of the Energy Management Agreement, any of the Guaranteed Obligations, or any other agreement or instrument referred relating thereto, (d) the failure to thereincreate, preserve, validate, perfect or protect any security interest granted to, or in favor of, any person, (e) any substitution, release modification, exchange, release, settlement or exchange compromise of any other security or collateral for or guaranty of or security for any of the Guaranteed Obligations, and, Obligations or failure to the fullest extent permitted by applicable law, irrespective of apply such security or collateral or failure to enforce such guaranty or (f) any other event or circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the payment in full of the Guaranteed Obligations (other than contingent indemnification obligations and any defenses available to the extent no claim giving rise thereto has been asserted) and termination of Energy Managers under the Purchase Agreements in accordance with their termsEnergy Management Agreement), it being the intent of Guarantor that its obligations under this Section 3 that the obligations of each Guarantor hereunder Guaranty shall be irrevocable, unconditional and absolute and unconditional under any and all circumstances, except as expressly provided herein. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this This Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality obligations 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 continue to be effective or be automatically reinstated, as described above:
(a) the case may be, if at any time any payment by or from time to timeon behalf of the Energy Managers is rescinded or must otherwise be restored by Independence, without notice to any Guarantor, the time its successors or permitted assigns for any performance of or compliance with any of the Guaranteed Obligations shall be extendedreason, or such performance or compliance shall be waived;
(b) any of the acts mentioned in any of the provisions including, but not limited to, as a result of any of Proceeding with respect to the Purchase Agreements, the Transaction Documents, Energy Managers or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omitted;
(c) the maturity of any of the Guaranteed Obligations shall be acceleratedperson, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)as though such payment had not been made.
Appears in 1 contract
Samples: Energy Management Agreement (Sithe Independence Power Partners Lp)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 2.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Indenture or the Securities or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any Note Party other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Guaranteed Obligations are Holders have been paid in full (other than contingent indemnification obligations and no person or governmental authority shall have any right to request any return or reimbursement of funds from the extent no claim giving rise thereto has been asserted) and Holders in connection with monies received under the Purchase Agreements have terminated in accordance with its termsSecurities or the Indenture. 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:
(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 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements Indenture or the Transaction Documents Securities shall be done or omitted;
(ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, accelerated or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements Indenture or the Transaction Documents Securities shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsTrustee as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person person (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 Trustee exhaust any right, power or remedy or proceed against the Company or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 shall constitute a guaranty of payment when due and not of collection and to the fullest extent permitted by applicable law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrowers under this Agreement, the Credit Agreement, any promissory notes evidencing the Indebtedness of Borrowers to the Transaction Documents, Lender or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full full), including any defense of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termssetoff, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogationcounterclaim, indemnity, reimbursement recoupment or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termstermination. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not -24- 155657.01206/121709896v.5 alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be amended or waived;
(b) any of the acts mentioned in any of the provisions of this Agreement or any promissory notes evidencing the Indebtedness of Borrowers to the Purchase Agreements, the Transaction Documents, Lender or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) the maturity of any of the Guaranteed Obligations shall be accelerated, extended or renewed or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 4.08, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of the Agent as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable remain perfected or the existence of any intervening Lien or security interest; or
(includinge) the release of any other Guarantor pursuant to Section 4.08. Each Guarantor hereby expressly waives (to the fullest extent permitted by law) diligence, presentment, demand of payment, protest and, to the extent permitted by law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrowers under this Agreement, the Credit Agreement or any promissory notes evidencing the Indebtedness of Borrowers to the Lender or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code; the foregoing waivers and the provisions hereinafter set forth which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Secured Obligations. Each Guarantor waives, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings among Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held -25- 155657.01206/121709896v.5 by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Smart Sand, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 12.1 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of Borrower or any of the Transaction Documents, other Guarantor under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by all applicable lawLaws, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 12.2 that the obligations of each Guarantor Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Without limiting the generality of the foregoing, it is expressly agreed that the Israeli Guarantee Law, 1967 (the “Israeli Guarantee Law”) shall not apply to this Agreement or to any Loan Document and that should the Israeli Guarantee Law for any reason be deemed to apply to this Agreement or to any Loan Document, each Guarantor agrees organized under the laws of Israel (including the Israeli Guarantor) hereby irrevocably and unconditionally waives all rights and defenses under the Israeli Guarantees Law that may have been available to it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsIsraeli Guarantee Law. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder Guarantors hereunder, which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to any GuarantorGuarantors, 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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any lien or security interest granted as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against Borrower or any other Guarantor under this Agreement or any other agreement or instrument referred to herein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantorthe Guaranteed Obligations. [***] Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Regulation S-K, Item 601(b)(10) and Item 601(a)(5).
Appears in 1 contract
Obligations Unconditional. The Subject to the limitation set forth in Section 6.10 hereof, the obligations of each of the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Company under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Domestic Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Credit Documents or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guaranty guarantee of or security for any of the Domestic Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Domestic Guarantor agrees that it such Domestic Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any Note Party other Domestic Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are have been irrevocably paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements commitments relating thereto have terminated in accordance with its termsexpired or been 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 Domestic Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:
(a) (a) at any time or from time to time, without notice to any Domestic Guarantor, the time for any performance of or compliance with any of the Domestic Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(b) (b) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Credit Documents, or other documents relating to the Domestic Guaranteed Obligations or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be done or omitted;
(c) (c) the maturity of any of the Domestic 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 Purchase Agreements, Credit Documents or other documents relating to the Transaction DocumentsDomestic Guaranteed Obligations, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any of the Domestic Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).;
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Note Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Note Purchase Agreements Commitments have terminated in accordance with its termsexpired 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 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Note Documents, or any other agreement or instrument referred to in the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.
Appears in 1 contract
Obligations Unconditional. The Subject only to Section 10.10, the obligations of each of the Guarantors Parent Guarantor under Section 1 hereof 10.01 are irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the Guarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 (other than payment 101 the satisfaction in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsObligations), it being the intent of this Section 3 Article X that the obligations of each the Parent Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent 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 the Parent 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 Purchase Agreementsthis Agreement, the Transaction DocumentsGuarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
; (c) 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 Purchase Agreementsthis Agreement, the Transaction DocumentsGuarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
or (d) any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Parent Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement, without limitationthe Guarantee and Security Agreement, for the benefit of other Debt Documents or any creditor of other agreement or instrument referred to herein or therein, or against any Guarantor) other Person under any other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by Applicable Law (in the case of the U.S. Hold Separate Order, as such requirements of Applicable Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrowers or any of other Loan Party under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe 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 waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any Lien or security interest granted to, or in favor of, any Issuing Bank, Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against any Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and 1160299.01-CHISR1160299.03H-CHISR02A - MSW the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Obligations Unconditional. The obligations of each of Maguire and the Guarantors under Section 1 hereof Maguire Members hereunder are absolute and unconditionalunconditixxxx, irrespective of the value, xrrespectixx xx xhe genuineness, validity, regularity or enforceability of the Operating Agreement or any of the other Transaction DocumentsDocument, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed ObligationsManaging Member Interests, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever (including, without limitation, personal defenses of the Company, Maguire, any Maguire Member or any other Person) which might otherwise constitute a legal otherwixx xxxxtitute x xxxxl or equitable discharge or defense of a surety surety, Maguire or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsMaguire Members, it being the intent of this Section 3 that 0 xxxx the obligations oblixxxxxxx of each Guarantor Maguire and the Maguire Members hereunder shall be absolute and unconditional uncoxxxxxxxal under xxx xxx all circumstances (subject to the conditions described herein). This is an assurance of payment and not of collection and provided a Put Event has occurred, upon the failure of Maguire or the Maguire Member to close the Put Purchase or any other xxxxxxt in resxxxx xx the Put Purchase, RECP may, at its option, proceed directly and all circumstances. Each Guarantor agrees that it shall have no right at once, without notice, against Maguire and the Maguire Members and recover the full amount of subrogationthe lxxxxxxxy hereundxx xx xny portion thereof, indemnity, reimbursement or contribution without proceeding against any Note Party for amounts paid under this Guaranty until other person, selling or otherwise disposing of the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsManaging Member Interests. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder Maguire and the Maguire Members hereunder, which shall remain absolute and unconditional as absoluxx xxx unconditixxxx xx described above:
(a) at any time or from time to time, without notice to any GuarantorMaguire or the Maguire Members, the time for any performance of or compliance cxxxxxxxce with any of the Guaranteed Obligations xxx Xxx Purchase shall be extended, or such performance or compliance shall be waived, or any obligation of the Company or any other party under the Operating Agreement or any other Transaction Document shall be renewed, settled, compromised or released, by operation of law or otherwise;
(b) subject to the provisions hereof expressly contemplating such circumstances, any bankruptcy, insolvency, reorganization or similar proceeding affecting any of the Companies or any Maguire Member, or the release or discharge of any obligation of any of the Companies, any Maguire Member or any such other Person as a result of any such proceeding;
(c) any of the acts mentioned required or contemplated in any of the provisions of the Operating Agreement or any of the Purchase Agreements, the other Transaction Documents, Document or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be done performed or omitted;
(cd) the maturity of any of the Guaranteed Obligations a Trigger Event shall be acceleratedoccur, or any of the Guaranteed Obligations Managing Member Interests shall be modified, supplemented or amended in any respect, or any right under the Operating Agreement or any of the Purchase Agreements, the other Transaction Documents, Document or any other agreement or instrument referred to in the Purchase Agreements therein shall be amended, waived or modified or the Transaction Documents shall be waived Operating Agreement or any other guarantee of any of the Guaranteed Obligations Transaction Document shall have been amended or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documentsmodified; or
(de) any of the Guaranteed Obligations Managing Member Interests shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (includingPerson, without limitation, or any creditor provision of applicable law or regulation or any order of any Guarantor)governmental authority purports to prohibit the payment of any amounts payable by the Company or any Maguire Member under the Operating Agreement or any other Transactiox Xxxxxent or any currency controls are imposed in respect thereof.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Maguire Properties Inc)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrowers under this Agreement, the Secured Hedge Agreements, Treasury Services Obligations, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 11.10. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrowers under this Agreement, the Secured Hedge Agreements, Treasury Services Obligations or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Samples: Credit Agreement (CONDUENT Inc)
Obligations Unconditional. (a) The obligations of each of the Guarantors Parent Guarantor under Section 1 hereof 24.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 24.2 that the obligations of each the Parent Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent Guarantor hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above:: ACTIVE 58093961v3 Colliers International EMEA Xxxxx PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement
(a1) at any time amendment or from time to timemodification of any provision of this Agreement (other than Section 24.1 or 24.2), without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedNotes or any Subsidiary Guarantee or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;
(2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, any of the Notes or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company, any Subsidiary Guarantor or any other Person or the properties or creditors of any of them;
(4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, any of the Notes or any other agreement;
(5) any transfer of any assets to or from the Company, including without limitation any transfer or purported transfer to the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any capital stock or other equity or ownership interests of the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Company;
(6) any default, failure or delay, willful or otherwise, on the part of the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or compliance shall be waivedany other Person of, any term of this Agreement, the Notes or any other agreement;
(7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any of the Notes or any other agreement;
(8) any lack or limitation of status or of power, incapacity or disability of the Company or the Parent Guarantor or any trustee or agent of any thereof; or ACTIVE 58093961v3 Colliers International EMEA Xxxxx PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement
(9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations).
(b) The Parent Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the acts mentioned in any of Company under this Agreement or the provisions of any of the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in herein or therein, or against any other Person under any other guarantee of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations.
(c) In the maturity of event that the Parent Guarantor shall at any of the Guaranteed Obligations shall be accelerated, or time pay any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any amount on account of the Guaranteed Obligations or take any security therefor other action in performance of its obligations hereunder, the Parent Guarantor shall not exercise any subrogation or other rights hereunder or under the Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be released paid to the Parent Guarantor on account of any such subrogation rights or exchanged other remedy, notwithstanding the waiver thereof, such amount shall be received in whole trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or in part or otherwise dealt with, in each caseunmatured, in accordance with the Transaction Documents; orterms hereof. The Parent Guarantor agrees that its obligations under this Section 24 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.
(d) any If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations Obligations) shall at such time be prevented by reason of the pendency against the Company or any other Person (other than the Parent Guarantor as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of the guarantee in Section 24 and the Parent Guarantor’s obligations under this Agreement and its Guarantees, the maturity of the principal amount of the Notes shall be determined deemed to be void or voidable have been accelerated (includingwith a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, without limitation, for and the benefit of any creditor of any Guarantor) or Parent Guarantor shall be subordinated to the claims of any Person (including, without limitationforthwith pay such principal amount, any creditor of interest thereon, any Guarantor)Make-Whole Amounts, Net Loss, if any, and any other amounts guaranteed hereunder without further notice or demand.
Appears in 1 contract
Samples: Note Purchase Agreement (Colliers International Group Inc.)
Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 hereof 4.1 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents, Swap Contracts, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.2 that the .CHAR1\1170499v7 obligations of each the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each The Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party the Borrower for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to that survive the extent no claim giving rise thereto has termination of this Agreement) have been asserted) paid in full and the Purchase Agreements Commitments have terminated in accordance with its termsexpired 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 the 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 the 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 Purchase AgreementsLoan Documents, any Swap Contract between the Transaction DocumentsBorrower and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Purchase Agreements Loan Documents or the Transaction Documents such Swap Contracts shall be done or omitted;
(c) 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 Purchase AgreementsLoan Documents, the Transaction Documentsany Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Purchase Agreements Loan Documents or the Transaction Documents such Swap Contracts shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any the Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any the Guarantor). With respect to its obligations hereunder, the Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such Swap Contracts or against any other Person under any other guarantee of, or security for, any of the Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 6.01 are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of Borrower under this Agreement, the Transaction Documents, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsfull), it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute absolute, irrevocable and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreementsthis Agreement, the Transaction Documents, Notes or any other Basic Document or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended, modified or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Subsidiary Guarantor. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, power or remedy or proceed against Borrower under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Lender upon this guarantee or acceptance of this guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this guarantee, and all dealings between Borrower and the Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon this guarantee. This guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Lenders, for and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each the Guarantors and the Borrower under Section 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law (in the case of the Guarantors under Section 1 hereof U.S. Hold Separate Order, as such Requirements of Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower or any other Loan Party under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor or Borrower (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe 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 waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any Lien or security interest granted to, or in favor of, any Lender or the Administrative Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or voidable 1066931.03C-CHISR01A - MSW
(includingv) the release of any other Guarantor pursuant to Section 7.09. The Guarantors and the Borrower hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Credit Party exhaust any right, power or remedy or proceed against the Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Borrower waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Credit Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Credit Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Credit Parties, for and the obligations and liabilities of the Guarantors and the Borrower hereunder shall not be conditioned or contingent upon the pursuit by the Credit Parties or any other person at any time of any right or remedy against the Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Borrower and the respective successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders and the other Credit Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 6.01 hereof are absolute are, to the fullest extent permitted by law, absolute, irrevocable and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or any security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Subsidiary Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full circumstances (other than contingent indemnification obligations to full and final payment of the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsGuaranteed Obligations). 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 each Subsidiary Guarantor hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any either Subsidiary Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedextended (except to the extent otherwise required by Section 12.04 hereof), or such performance or compliance shall be waived;
(bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; oror Credit Agreement
(div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each Subsidiary Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against either or both of the Borrower or the other Subsidiary Guarantors under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that its obligations pursuant to this Section 6 shall not be affected by any Guarantor)assignment or participation entered into by any Lender pursuant to Section 12.06 hereof.
Appears in 1 contract
Samples: Credit Agreement (Thai Romo LTD)
Obligations Unconditional. The obligations of each of the Guarantors Guarantor under this Section 1 hereof 6.01 are absolute and unconditional, irrespective and each waives any defenses it may have arising out of the value, genuineness, validity, regularity or enforceability of any the obligations of Subsidiary Borrowers under this Credit Agreement, the Transaction Documents, Subsidiary Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.01(b) that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any each 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 Guarantorthe 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 this Credit Agreement or the Purchase Agreements, the Transaction Documents, Subsidiary Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(ciii) the insolvency, bankruptcy, liquidation or dissolution of any Subsidiary Borrower;
(iv) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations;
(v) 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 this Credit Agreement or the Purchase Agreements, the Transaction Documents, Subsidiary Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(dvi) the full or partial release of a Subsidiary Borrower or any other obligor;
(vii) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender as security for any of the Guaranteed Obligations shall be determined fail to be void perfected;
(viii) the release, surrender, exchange, subordination, deterioration, waste, loss or voidable impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of the Collateral or any other collateral, if any, for the benefit Guaranteed Obligations;
(ix) the failure of Administrative Agent to exercise diligence, commercial reasonableness or reasonable care in the preservation, enforcement or sale of any creditor such Collateral; or
(x) any other act or omission of Administrative Agent or any Guarantor) Subsidiary Borrower which would otherwise constitute or shall be subordinated to create a legal or equitable defense in favor of the claims Guarantors. The Guarantors hereby expressly waive diligence, presentment, demand of any Person payment, protest and all notices whatsoever (including, without limitation, the extension of credit by Lenders to any creditor Subsidiary Borrower, the occurrence of any Guarantorbreach or default by any Subsidiary Borrower in respect of the Guaranteed Obligations, and the sale or foreclosure on the Collateral or any other collateral, if any, for the Guaranteed Obligations), and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Subsidiary Borrower under this Credit Agreement or the Subsidiary Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Samples: Revolving Credit Agreement (Apollo Asset Management, Inc.)
Obligations Unconditional. The obligations of each the Guarantors and the Borrower under Section 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law (in the case of the Guarantors under Section 1 hereof U.S. Hold Separate Order, as such Requirements of Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower or any other 1066931.03C-XXXXX000000000.04-CHISR02A - MSW Loan Party under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor or Borrower (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe 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 waivedwaived or the Latest Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any Lien or security interest granted to, or in favor of, any Lender, the Collateral Agent or the Administrative Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Guarantors and the Borrower hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Credit Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Borrower waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Credit Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Credit Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any 1066931.03C-XXXXX000000000.04-CHISR02A - MSW right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Credit Parties, for and the obligations and liabilities of the Guarantors and the Borrower hereunder shall not be conditioned or contingent upon the pursuit by the Credit Parties or any other person at any time of any right or remedy against the Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Borrower and the respective successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders and the other Credit Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. (a) The obligations of each of the Guarantors Guarantor under Section 1 hereof 13.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 13.2 that the obligations of each the Guarantor hereunder shall be absolute and unconditional unconditional, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that 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:
(a1) at any time amendment or from time to time, without notice to modification of any Guarantor, the time for any performance provision of this Agreement or compliance with any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;
(2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company or any other Person or the properties or creditors of any of them;
(4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the Notes or any other agreement;
(5) any transfer of any assets to or from the Company, including without limitation any transfer or purported transfer to the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any shares of capital stock of the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Company;
(6) any default, failure or delay, willful or otherwise, on the part of the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or compliance shall be waivedany other Person of, any term of this Agreement, the Notes or any other agreement;
(7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the Notes or any other agreement;
(8) any lack or limitation of status or of power, incapacity or disability of the Company or any trustee or agent thereof; or
(9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing.
(b) The Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the acts mentioned in any of Company under this Agreement or the provisions of any of the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in herein or therein, or against any other Person under any other guarantee of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations.
(c) In the maturity event that the Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Guarantor shall not exercise any subrogation or other rights hereunder or the Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to the Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Guarantor agrees that its obligations under this Section 13 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 13 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, or any of as the Guaranteed Obligations shall be modifiedcase may be, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in hereunder as each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)such default occurs.
Appears in 1 contract
Obligations Unconditional. (a) The obligations of the Guarantor and each of the Guarantors Partner under Section 1 hereof 14.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty Guaranty of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 14.2 that the obligations of the Guarantor and each Guarantor Partner hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Guarantor and each Partner hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above:
(a1) at any amendment or modification of any provision of this Agreement (other than Section 14.1 or 14.2), any Member Guarantee or any of the Notes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;
(2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, the Notes or any Member Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company or any other Person or the properties or creditors of any of them;
(4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the Notes or any other agreement;
(5) any transfer of any assets to or from time the Company, including without limitation any transfer or purported transfer to timethe Company from any Person, without notice any invalidity, illegality of, or inability to enforce, any Guarantorsuch transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any shares of capital stock of the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Company;
(6) any default, failure or delay, willful or otherwise, on the part of the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of this Agreement, the time Notes or any other agreement;
(7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any performance reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the Notes or compliance with any other agreement;
(8) any lack or limitation of status or of power, incapacity or disability of the Company or any trustee or agent thereof, and other person providing a Guaranty of, or security for, any of the Guaranteed Obligations shall be extendedObligations; or
(9) any other thing, event, happening, matter, circumstance or such performance or compliance shall be waived;condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations).
(b) The Guarantor and each Partner hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the acts mentioned in any of Company under this Agreement or the provisions of any of the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in herein or therein, or against any other Person under any other Guaranty of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations.
(c) In the event that the Guarantor or either Partner shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Guarantor or such Partner, as applicable, shall not exercise any subrogation or other rights hereunder or under the Notes and the Guarantor or such Partner, as applicable, hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be paid to the Guarantor or either Partner, as applicable, on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Guarantor and each Partner agrees that its obligations under this Section 14 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.
(d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Company or any other Person (other than the Guarantor or either Partner as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Guarantor and each Partner agrees that, for purposes of the guarantee in this Section 14 and the Guarantor’s and each Partner’s obligations under this Agreement, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Guarantor and each Partner shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amounts and any other amounts guaranteed hereunder without further notice or demand.
(e) The guarantee in Sections 14.1 and 14.2 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, or any of as the Guaranteed Obligations shall be modifiedcase may be, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in hereunder as each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)such default occurs.
Appears in 1 contract
Samples: Amendment No. 1 and Guarantee Agreement (News Corp)
Obligations Unconditional. The obligations of each of the Foreign Guarantors under Section 1 hereof 7.01(a) shall be joint and several with respect to the Foreign Guaranteed Obligations, and the obligations of the Domestic Guarantors under Section 7.01(b) shall be joint and several with respect to the Guaranteed Obligations. The obligations of the Foreign Guarantors under Section 7.01(a) and the obligations of the Domestic Guarantors under Section 7.01(b) shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsForeign Guaranteed Obligations or the Guaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Foreign Guaranteed Obligations or the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, the time for any performance of or compliance with any of the Foreign Guaranteed Obligations or 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(ciii) the maturity of any of the Foreign Guaranteed Obligations or the Guaranteed Obligations shall be accelerated, or any of the Foreign Guaranteed Obligations or the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Foreign Guaranteed Obligations or the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any Lien or security interest granted to, or in each casefavor of, in accordance with Issuing Bank or any Lender or Agent as security for any of the Transaction DocumentsForeign Guaranteed Obligations or the Guaranteed Obligations shall fail to be perfected; or
(dv) the release of any other Guarantor pursuant to Section 7.09. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against any Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Foreign Guaranteed Obligations or the Guarantee Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Foreign Guaranteed Obligations or the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon these Guarantees or acceptance of these Guarantees, and the Foreign Guaranteed Obligations and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon these Guarantees, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon these Guarantees. These Guarantees shall be determined construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Foreign Guaranteed Obligations or the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be void conditioned or voidable (includingcontingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or against any other person which may be or become liable in respect of all or any part of the Foreign Guaranteed Obligations or the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. These Guarantees shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, without limitation, for and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) this Agreement there may be no Foreign Guaranteed Obligations or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors Guarantor ------------------------- under Section 1 2.1 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsCredit Agreement, the Note or any other agreement or instrument referred to thereinBasic Document, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.2 that the obligations of each the Guarantor hereunder shall be absolute and unconditional unconditional, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair affect the liability of any the Guarantor hereunder which shall remain absolute and unconditional as described aboveunder this Guaranty:
(ai) 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 Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(bii) the performance (other than full performance or payment of the Guaranteed Obligations) or non-performance of any of the acts mentioned in any of the provisions of any of the Purchase Agreements, Credit Agreement or the Transaction Documents, Note or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents shall be done or omittedtherein;
(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 Purchase Agreements, Credit Agreement or the Transaction Documents, Note or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Lender as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Guarantor hereby expressly waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Lender exhaust any right, power or voidable (includingremedy or proceed against the Borrower under the Credit Agreement or the Note or any other agreement or instrument referred to herein or therein, without limitationor against any other Person under this Guaranty or any other guarantee of, for or security for, any of the benefit Guaranteed Obligations. Guarantor represents, warrants and agrees that, as of the date of this Guaranty, its obligations under this Guaranty are not subject to any offsets or defenses, of any creditor of kind, against the Lender. Guarantor further agrees that its obligations under this Guaranty shall not be subject to any Guarantor) counterclaims, offsets or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)defenses.
Appears in 1 contract
Samples: Guaranty (Reschke Michael W)
Obligations Unconditional. (a) The obligations of each of the Guarantors Parent Guarantor under Section 1 hereof 27.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany and the Guarantor under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty Guaranty of or security for any of the Parent Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 27.2 that the obligations of each the Parent Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent Guarantor hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above:
(a1) at any time amendment or from time to time, without notice to modification of any Guarantor, the time for any performance provision of this Agreement (other than Section 27.1 or compliance with 27.2) or any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;
(2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, the Notes, the Guarantees or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company, the Guarantor or any other Person or the properties or creditors of any of them;
(4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, the Notes or any other agreement;
(5) any transfer of any assets to or from the Company or the Guarantor, including without limitation any transfer or purported transfer to the Company or the Guarantor from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company or the Guarantor with or into any Person, any change in the ownership of any shares of capital stock of the Company or the Guarantor, or any change whatsoever in the objects, capital structure, constitution or business of the Company or the Guarantor;
(6) any default, failure or delay, willful or otherwise, on the part of the Company, the Guarantor or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company, the Guarantor or compliance shall be waivedany other Person of, any term of this Agreement, the Notes or any other agreement;
(7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company, the Guarantor or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the Notes or any other agreement;
(8) any lack or limitation of status or of power, incapacity or disability of the Company, the Guarantor and any other person providing a Guaranty of, or security for, any of the Parent Guaranteed Obligations; or
(9) any novation by the Company pursuant to Section 26; or
(10) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full in cash of the Parent Guaranteed Obligations).
(b) The Parent Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of a Note exhaust any right, power or remedy against the Company or the Guarantor under this Agreement, the Notes or the Guarantees of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, Guarantor or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable therein (including, without limitation, marshalling of assets), or against any other Person under any other Guaranty of, or security for, any of the Parent Guaranteed Obligations.
(c) In the event that the Parent Guarantor shall at any time pay any amount on account of the Parent Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Parent Guarantor shall not exercise any subrogation or other rights hereunder or under the Notes and the Parent Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Guarantor, the Company or any Subsidiary Guarantor, in respect of any payment made hereunder unless and until the Parent Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Parent Guaranteed Obligations, if any amount shall be paid to the Parent Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Parent Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Parent Guarantor agrees that its obligations under this Section 27 shall be automatically reinstated if and to the extent that for any creditor reason any payment (including payment in full) by or on behalf of the Guarantor, the Company or any Subsidiary Guarantor is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.
(d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Parent Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Guarantor, the Company or any other Person (other than the Parent Guarantor as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of the guarantee in this Section 27 and the Parent Guarantor’s obligations under this Agreement, the maturity of the principal amount of the Notes shall be subordinated deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Parent Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amounts and any other amounts guaranteed hereunder without further notice or demand.
(e) The guarantee in Section 27.1 is a continuing guarantee and shall apply to the claims Parent Guaranteed Obligations whenever arising. Each default in the payment or performance of any Person (includingof the Parent Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, without limitationand separate claims or suits may be made and brought, any creditor of any Guarantor)as the case may be, hereunder as each such default occurs.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Note Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Note Purchase Agreements Commitments have terminated in accordance with its termsexpired 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 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be done or omitted;
; (c) 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).;
Appears in 1 contract
Samples: Note Purchase Agreement (Revance Therapeutics, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute primary, absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsGuaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations with respect to the extent no claim giving rise thereto has been assertedSecured Obligations set forth in clauses (a) and termination (b) of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsdefinition thereof). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe 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;
(b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction Documentsother Loan Documents or the Notes, if any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void valid, perfected or voidable to have the priority required under the Loan Documents; or
(includinge) the release of any other Guarantor pursuant to Section 7.09. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower or any Guarantor under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall be primary and shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and their respective successors and assigns, and shall inure to the benefit of any creditor the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder (and each Guarantor hereby also waives to the extent permitted by Law any Guarantor hereunder defenses it may have arising from the following), which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) the release of any other Guarantor pursuant to Section 11.10. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be determined construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be void conditioned or voidable (includingcontingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, without limitation, for and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 6.01 hereof are absolute are, to the fullest extent permitted by law, absolute, irrevocable and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or any security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Subsidiary Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full circumstances (other than contingent indemnification obligations to full and final payment of the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsGuaranteed Obligations). 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 each Subsidiary Guarantor hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any either Subsidiary Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedextended (except to the extent otherwise required by Section 12.04 hereof), or such performance or compliance shall be waived;
(bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each Subsidiary Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against either or both of the Borrower or the other Subsidiary Guarantors under this Agreement or the Notes or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that its obligations pursuant to this Section 6 shall not be affected by any Guarantor).assignment or participation entered into by any Lender pursuant to Section 12.06 hereof. Credit Agreement
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor hereby agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable lawLaw, the occurrence of any one or more of the following its obligations hereunder shall not alter or impair the liability of any Guarantor hereunder which shall remain be continuing, absolute and unconditional as described above:
under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by Law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of the guaranty of each Guarantor hereunder shall not be impaired or affected by any of the following: (a) at any time extension, modification or from time to timerenewal of, without notice to any Guarantoror indulgence with respect to, the time for any performance of or compliance with any of substitution for, the Guaranteed Obligations shall be extended, or such performance any part thereof or compliance shall be waived;
any agreement relating thereto at any time; (b) any of failure or omission to perfect or maintain any Lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the acts mentioned in Guaranteed Obligations or any of part thereof or any agreement relating thereto, or any collateral securing the provisions Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Purchase AgreementsGuaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Transaction DocumentsGuaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omitted;
(c) the maturity obligations of any of Person with respect to the Guaranteed Obligations shall be accelerated, or any of part thereof; (e) the Guaranteed Obligations shall be modified, supplemented unenforceability or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any invalidity of the Guaranteed Obligations or any security therefor shall be released part thereof or exchanged in whole the lack of genuineness, unenforceability or in invalidity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of Indebtedness other than the Guaranteed Obligations, any part thereof or amounts which are not covered by the guaranty of each Guarantor hereunder even though the Agents, the Lenders, the Swing Lenders and the Issuing Bank might lawfully have elected to apply such payments to any part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any all of the Guaranteed Obligations shall be determined or to be void amounts which are not covered by the guaranty of each Guarantor hereunder; (g) any change of ownership of any Borrower (or, in the case of a Guarantor/Borrower, any other Borrower) or voidable the insolvency, bankruptcy or any other change in the legal status of any Borrower (includingor, without limitationin the case of a Guarantor/Borrower, any other Borrower); (h) any change in, or the imposition of, any Law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of any Borrower (or, in the case of a Guarantor/Borrower, any other Borrower) to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or the guaranty of each Guarantor hereunder, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or the guaranty of each Guarantor hereunder; (j) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Borrower (or, in the case of a Guarantor/Borrower, any other Borrower) or any other Guarantor in connection herewith or with any unrelated transaction; (k) the Agents', the Lenders', the Swing Lenders' or the Issuing Bank's election, in any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by any Borrower (or, in the case of a Guarantor/Borrower, any other Borrower), as debtor in possession, under Section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion of any of the Agents', the Lenders', the Swing Lenders' or the Issuing Bank's claims for repayment of the Guaranteed Obligations under Section 502 or 506 of the United States Bankruptcy Code; or (n) any other fact or circumstance which might otherwise constitute grounds at law or equity for the benefit discharge or release of any creditor Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (n) of this paragraph. It is agreed that each Guarantor) 's liability hereunder is independent of any other guaranties or shall be subordinated other obligations at any time in effect with respect to the claims Guaranteed Obligations or any part thereof and that each Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any Person such other guaranties or other obligations or any provision of any applicable Law purporting to prohibit payment by any Guarantor of the Guaranteed Obligations in the manner agreed upon among the Agents, the Lenders, the Swing Lenders, the Issuing Bank and the Borrowers (includingor, without limitationin the case of a Guarantor/Borrower, any creditor of any Guarantorother Borrower).
Appears in 1 contract
Samples: Credit Agreement (Borders Group Inc)
Obligations Unconditional. The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 6.01 hereof are absolute are, to the fullest extent permitted by law, absolute, irrevocable and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the Note or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or any security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Subsidiary Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full circumstances (other than contingent indemnification obligations to full and final payment of the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsGuaranteed Obligations). 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 each Subsidiary Guarantor hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorof the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedextended (except to the extent otherwise required by Section 11.04 hereof), or such performance or compliance shall be waived;
(bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Note or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 this Agreement or the Purchase Agreements, the Transaction Documents, Note or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Bank as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each Subsidiary Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Bank exhaust any right, power or voidable (includingremedy or proceed against either or both of the Borrower or the other Subsidiary Guarantors under this Agreement or the Note or any other agreement or instrument referred to herein or therein, without limitationor against any other Person under any other guarantee of, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that its obligations pursuant to this Section 6 shall not be affected by any Guarantor)assignment or participation entered into by the Bank pursuant to Section 11.06 hereof.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 13.01 shall constitute a guaranty of payment and not of collection and, to the fullest extent permitted by Applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guarantors’ Obligations of the Transaction DocumentsIssuers under this Agreement, the Notes, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, Guarantors’ 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 other than Guarantor (except for payment in full full). Each of the Guaranteed Guarantors agrees that Agent, and the Purchasers without notice or demand to Guarantors, may, without affecting or impairing any Guarantor’s liability hereunder, from time to time:
(i) change the manner, place, or terms of payment of, or change or extend the time of payment of, renew, increase, accelerate, or alter: (A) any of the Guarantors’ Obligations (other than contingent indemnification obligations including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon); or (B) any security therefor or any liability incurred directly or indirectly in respect thereof, and this Guarantee shall apply to the extent no claim giving rise thereto has been assertedGuarantors’ Obligations as so changed, extended, renewed, or altered;
(ii) take and termination hold security for the payment of the Purchase Agreements Guarantors’ Obligations and sell, exchange, release, impair, surrender, realize upon, collect, settle, or otherwise deal with in accordance with their termsany manner and in any order any property at any time pledged or mortgaged to secure the Guarantors’ Obligations incurred directly or indirectly in respect thereof or hereof, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under or any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement offset on account thereof;
(iii) exercise or contribution refrain from exercising any rights against any Note Party for amounts paid under this Guaranty until Guarantor;
(iv) release or substitute any one or more endorsers, guarantors, any Guarantor, or other obligors;
(v) settle or compromise any of the Guaranteed Obligations are paid Guarantors’ Obligations, any security therefor, or any liability incurred directly or indirectly in full (other than contingent indemnification obligations respect thereof or hereof, and may subordinate the payment of all or any part thereof to the extent no claim giving rise thereto has been assertedpayment of any liability (whether due or not) and the Purchase Agreements have terminated in accordance with of any Guarantor to its terms. Without limiting the generality creditors;
(vi) apply any sums by whomever paid or however realized to any liability or liabilities of any Guarantor to Agent, or any Purchaser regardless of what liability or liabilities of such Guarantor remain unpaid;
(vii) consent to or waive any breach of, or any act, omission, or default under, this Agreement, any other Transaction Document, or any of the foregoinginstruments or agreements referred to herein or therein, it is agreed thator otherwise amend, to the fullest extent permitted by modify, or supplement this Agreement, any other Transaction Document, or any of such other instruments or agreements; or
(viii) take any other action that could, under otherwise applicable principles of law, the occurrence give rise to a legal or equitable discharge of any one or more of the following shall not alter Guarantors from all or impair part of its liabilities under this Guarantee. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Agent or any Purchaser exhaust any right, power or remedy or proceed against the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:
(a) at any time Issuers under this Agreement 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 Purchase Agreements, the Transaction DocumentsNotes, or any other agreement or instrument referred to in herein or therein, or against any other person under any other guarantee of, or security for, any of the Purchase Agreements Guarantors’ Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or the Transaction Documents shall be done or omitted;
(c) the maturity accrual of any of the Guaranteed Guarantors’ Obligations and notice of or proof of reliance by upon the guarantee provided under this Article 13 (the “Guarantee”) or acceptance of this Guarantee, and the Guarantors’ Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any Note Party and any Purchaser or Agent shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be acceleratedconstrued as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guarantors’ Obligations at any time or from time to time held by any Purchaser or Agent, and the obligations and liabilities of the Guaranteed Obligations Guarantors hereunder shall not be modified, supplemented conditioned or amended in any respect, or any right under any of contingent upon the Purchase Agreements, the Transaction Documents, pursuit by such Purchaser or any other agreement person at any time of any right or instrument referred to remedy against any Note Party or against any other person which may be or become liable in the Purchase Agreements or the Transaction Documents shall be waived respect of all or any other guarantee of any part of the Guaranteed Guarantors’ Obligations or against any collateral security therefor or guarantee therefore or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be released or exchanged in whole or in part or otherwise dealt with, in each case, binding in accordance with and to the Transaction Documents; or
(d) any extent of its terms upon the Guaranteed Obligations Guarantors and the successors and assigns thereof, and shall be determined inure to be void or voidable (including, without limitation, for the benefit of any creditor each Purchaser, Agent and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guarantors’ Obligations outstanding.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Meridian Waste Solutions, Inc.)
Obligations Unconditional. (a) The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 hereof 2.01 constitute a present and continuing guaranty of payment and performance and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under the Note and Guarantee Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty of guarantee of, or security for for, any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Subsidiary Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Subsidiary Guarantor hereunder which shall remain absolute and unconditional as described above:
(a1) at any amendment or modification of any provision of the Note and Guarantee Agreement, the Notes or any assignment, transfer or assumption thereof (including any novation pursuant to Section 26 of the Note and Guarantee Agreement), including, without limitation, any increase in the interest rate on, principal amount of or Make-Whole Amount or Net Loss in respect of, the Notes, the renewal or extension of the time of payment of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee (including any addition or release of any other Subsidiary Guarantor) so furnished or accepted for the Notes;
(2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of the Note and Guarantee Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company or any other Person or the properties or creditors of any of them;
(4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note and Guarantee Agreement, the Notes or any other agreement;
(5) any transfer of any assets to or from time to time, without notice to any the Parent Guarantor, the time Guarantor or the Company, including, without limitation, any transfer or purported transfer to the Parent Guarantor, the Guarantor or the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Parent Guarantor, the Guarantor or the Company with or into any Person, any change in the ownership of any shares of capital stock of the Parent Guarantor, the Guarantor or the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor, the Guarantor or the Company;
(6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor, the Guarantor or the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Note and Guarantee Agreement, the Notes or any other agreement;
(7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any performance reason whatsoever, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note and Guarantee Agreement, the Notes or compliance with any other agreement;
(8) any lack or limitation of the status or the power of, or the incapacity or disability of, the Parent Guarantor, the Guarantor or the Company or any trustee or agent thereof; or
(9) any novation by the Company pursuant to Section 26 of the Note and Guarantee Agreement; or
(10) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full in cash of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;Obligations).
(b) Each Subsidiary Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any of requirement that any holder proceed against or exhaust any right, power or remedy against the acts mentioned in any of the provisions of any of the Purchase AgreementsParent Guarantor, the Transaction Documents, Guarantor or the Company under the Note and Guarantee Agreement or the Notes or any other agreement or instrument referred to in herein or therein (including, without limitation, marshalling of assets), or against any other Subsidiary Guarantor, or against any other Person under any other guarantee of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations.
(c) In the maturity event that any Subsidiary Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, such Subsidiary Guarantor shall not exercise any subrogation or other rights hereunder, under the Notes or under the Note and Guarantee Agreement, and such Subsidiary Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights and all other remedies that it may have against the Parent Guarantor, the Guarantor or the Company or any other Subsidiary Guarantor in respect of any payment made hereunder, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders and shall forthwith be paid to the holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Subsidiary Guarantor agrees that its obligations under this Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor, the Guarantor or the Company to any holder is rescinded or must be otherwise restored by any holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 2 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, or any as the case may be, hereunder as each such default occurs. If an event permitting the acceleration of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any maturity of the Purchase Agreementsprincipal amount of the Notes shall at any time have occurred and be continuing, and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor, the Transaction Documents, Guarantor or the Company or any other agreement Person of a case or instrument referred to in proceeding under a bankruptcy or insolvency law, each Subsidiary Guarantor agrees that, for purposes of this Guarantee and its obligations hereunder, the Purchase Agreements or maturity of the Transaction Documents principal amount of the Notes shall be waived or any other guarantee of any of deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, Obligations) with the same effect as if the holders had accelerated the same in accordance with the Transaction Documents; or
(d) any terms of the Guaranteed Obligations Note and Guarantee Agreement, and such Subsidiary Guarantor shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitationforthwith pay such principal amount, any creditor of interest thereon, any Guarantor)Make-Whole Amount, any Net Loss and any other amounts guaranteed hereunder without further notice or demand.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute primary, absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsGuaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations with respect to the extent no claim giving rise thereto has been assertedSecured Obligations set forth in clauses (a) and termination (b) of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsdefinition thereof). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe 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;
(b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction Documentsother Loan Documents or the Notes, if any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void valid, perfected or voidable to have the priority required under the Loan Documents; or
(includinge) the release of any other Guarantor pursuant to Section 7.09. The Guarantors hereby expressly waive, to the fullest extent permitted by applicable Legal Requirements, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower or any Guarantor under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the fullest extent permitted by applicable Legal Requirements, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall be primary and shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and their respective successors and assigns, and shall inure to the benefit of any creditor the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Internap Corp)
Obligations Unconditional. (a) The obligations of each of the Domestic Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Credit Documents or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Domestic Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are have been irrevocably paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements commitments relating thereto have terminated in accordance with its terms. expired or terminated.
(b) Without limiting the generality of the foregoingforegoing subsection, it is agreed that, to the fullest extent permitted by applicable lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Domestic Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:: CHAR1\1346423v112
(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 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 Purchase Agreements, the Transaction Credit Documents, or other documents relating to the Obligations or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein 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 Purchase Agreements, Credit Documents or any other documents relating to the Transaction Documents, Obligations or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with;
(iv) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAdministrative Agent or any holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or
(dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, including any creditor of any Guarantor).
(c) With respect to its obligations hereunder, each Domestic Guarantor hereby expressly waives diligence, presentment, demand of payment, protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Credit Documents and other documents relating to the Obligations, or the compromise, release or exchange of collateral or security, and all other notices whatsoever, and any requirement that the Administrative Agent or any holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents or any other documents relating to the 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
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsLoan Documents or Interest Rate Protection Agreements, Other Hedging Agreements or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees agrees, to the fullest extent permitted by Applicable Law that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has have been asserted) and the Purchase Agreements have terminated in accordance with its termsFully Satisfied. 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 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 Purchase AgreementsLoan Documents, the Transaction Documentsany Interest Rate Protection Agreement, Other Hedging Agreement or Treasury Management Agreement between any Company and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Purchase Loan Documents or such Interest Rate Protection Agreements, Other Hedging Agreements or the Transaction Documents Treasury Management Agreements, shall be done or omitted;
(c) 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 Purchase AgreementsLoan Documents, the Transaction Documentsany Interest Rate Protection Agreement, Other Hedging Agreement or Treasury Management Agreement between any Company and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Purchase Loan Documents or such Interest Rate Protection Agreements, Other Hedging Agreements or the Transaction Documents Treasury Management Agreements, shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Interest Rate Protection Agreement, Other Hedging Agreement or Treasury Management Agreement between any Company and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents or such Interest Rate Protection Agreements, Other Hedging Agreements or 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 (Biltmore Surgery Center Holdings Inc)
Obligations Unconditional. The obligations of each the Guarantors and the Co-Borrowers under Section 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law (in the case of the Guarantors under Section 1 hereof U.S. Hold Separate Order, as such Requirements of Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsCo-Borrowers or any other Loan Party under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor or Co-Borrower (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe 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 waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or1060441.101066947.03-CHISR01A - MSW
(div) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Guarantors and the Co-Borrowers hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against any Co-Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Co-Borrowers waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Co-Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors and the Co-Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Co-Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Co-Borrowers and the respective successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Obligations Unconditional. (a) The obligations of each of the Guarantors Subsidiary Guarantor under Section 1 hereof 1.01 constitute a present and continuing guaranty of payment and not collectability and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of any of Obligor under the Transaction DocumentsIndenture, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty Guaranty of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 1.02 that the obligations of each the Subsidiary Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Subsidiary Guarantor hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above:
(ai) at any time amendment or from time to time, without notice to modification of any Guarantor, provision of the time for any performance of Indenture or compliance with any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, increasing the principal amount of the Notes or any interest rate payable with respect thereto or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;
(ii) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of the Indenture or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(iii) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to any Obligor or any other Person or the properties or creditors of any of them;
(iv) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Indenture, the Notes or any other agreement;
(v) any transfer of any assets to or from any Obligor, including without limitation any transfer or purported transfer to any Obligor from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of any Obligor with or into any Person, any change in the ownership of any shares of capital stock of any Obligor, or any change whatsoever in the objects, capital structure, constitution or business of any Obligor;
(vi) any default, failure or delay, willful or otherwise, on the part of any Obligor or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or compliance shall be waivedany other Person of, any term of the Indenture, the Notes or any other agreement;
(vii) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, any Obligor or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the Indenture, the Notes or any other agreement;
(viii) any lack or limitation of status or of power, incapacity or disability of any Obligor or any trustee or agent thereof; or
(ix) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing.
(b) The Subsidiary Guarantor hereby unconditionally waives notice of acceptance of this Subsidiary Guarantee, diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any holder of Notes exhaust any right, power or remedy against any Obligor under the acts mentioned in any of Indenture or the provisions of any of the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in herein or therein, or against any other Person under any other guarantee of, or security for, any of the Purchase Agreements or the Transaction Documents shall be done or omitted;Guaranteed Obligations.
(c) In the event that the Subsidiary Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Subsidiary Guarantor shall not exercise any subrogation or other rights hereunder or under the Notes and the Subsidiary Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against any Obligor, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to the Subsidiary Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Subsidiary Guarantor agrees that its obligations under this Subsidiary Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of any Obligor is rescinded or must be otherwise restored by any holder of Notes, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.
(d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against any Obligor or any other Person of a case or proceeding under a bankruptcy or insolvency law, the Subsidiary Guarantor agrees that, for purposes of the Subsidiary Guarantor’s obligations under this Subsidiary Guarantee, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of Notes had accelerated the same in accordance with the terms of this Subsidiary Guarantee, and the Subsidiary Guarantor shall forthwith pay such principal amount, any interest thereon, and any other amounts guaranteed hereunder without further notice or demand.
(e) The guarantee of the Subsidiary Guarantor under this Subsidiary Guarantee is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be acceleratedmade and brought, or any of as the Guaranteed Obligations shall be modifiedcase may be, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in hereunder as each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)such default occurs.
Appears in 1 contract
Samples: Indenture (Family Dollar Stores Inc)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents, Secured Swap Agreements, Secured Treasury Management Agreements or Foreign Currency Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party Borrower or any other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements Commitments have terminated in accordance with its termsexpired 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 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 Purchase Agreements, the Transaction Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, any Foreign Currency Agreement or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or the Transaction Documents such Foreign Currency Agreements shall be done or omitted;
(c) 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 Purchase AgreementsLoan Documents, the Transaction Documentsany Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Purchase Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or the Transaction Documents such Foreign Currency Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 8.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Credit Documents, Secured Hedge Agreements, Secured Treasury Management Agreements or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 8.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Section 8 until such time as the Guaranteed Obligations are have been irrevocably paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements commitments relating thereto have terminated in accordance with its termsexpired or been 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 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 Purchase Agreements, the Transaction Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement or other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase AgreementsCredit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement or other documents relating to the Transaction DocumentsGuaranteed Obligations, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with;
(d) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAdministrative Agent or any of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(de) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers and supplements to the Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement 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 holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents or any other documents relating to the 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 1 contract
Obligations Unconditional. The obligations of each of CREDIT AGREEMENT the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor).the CREDIT AGREEMENT
Appears in 1 contract
Samples: Credit Agreement (Panavision Inc)
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 3.01 hereof are joint and several, absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Company under the Credit Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 SUBSIDIARY GUARANTEE AND SECURITY AGREEMENT of a surety or guarantor (other than the payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsObligations), it being the intent of this Section 3 3.02 that the obligations of each the Subsidiary Guarantor hereunder shall be joint and several, absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Subsidiary Guarantor hereunder which shall remain joint and several, absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Subsidiary 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;
(bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, the Transaction Documents, Credit Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Credit Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each Subsidiary Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or voidable (includingany Lender exhaust any right, without limitationpower or remedy or proceed against the Company under the Credit Agreement or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 1 contract
Samples: Subsidiary Guarantee and Security Agreement (United Stationers Supply Co)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.1 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:: *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission
(aA) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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;
(bB) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(cC) 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 Purchase Agreements, the Transaction Documents, Financing Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.9, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(dD) any Lien or security interest granted to, or in favor of any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(E) the release of any other Guarantor pursuant to Section 11.9 or voidable (includingotherwise. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to no Guaranteed Obligations outstanding. *** Confidential treatment has been requested for the claims of any Person (including, without limitation, any creditor of any Guarantor).portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission
Appears in 1 contract
Samples: Loan Agreement (Vivint Solar, Inc.)
Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 2.01 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsPurchase Agreement, the Bridge Notes or any other agreement or instrument (including, without limitation, any other Transaction Agreement) referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed ObligationsObligations or for the obligations of any Guarantor hereunder, 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Guarantor hereunder shall be absolute and unconditional unconditional, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that 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 Purchase Agreements, Agreement or the Transaction Documents, Bridge Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the therein (including, without limitation, any other Transaction Documents Agreement) shall be done or omitted;
(c) 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 Purchase Agreements, Agreement or the Transaction Documents, Bridge Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the therein (including, without limitation, any other Transaction Documents Agreement) shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any lien, security interest or other encumbrance or charge (collectively, a "Lien") granted to, or in favor of, the Agent or any Purchaser or Purchasers as security for any of the Guaranteed Obligations or as security for the obligations of the Guarantor hereunder shall be determined released, exchanged, enforced or shall fail to be void perfected. Except as expressly provided in this Agreement, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or voidable (includingany Purchaser exhaust any right, without limitation, for power or remedy to proceed against the benefit of Company under the Purchase Agreement or the Bridge Notes or any creditor of any Guarantor) other agreement or shall be subordinated instrument referred to the claims of any Person herein or therein (including, without limitation, any creditor other Transaction Agreement), or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations or any of the obligations of any Guarantor)Guarantor hereunder.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 2.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Indenture or the Securities or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any Note Party other guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Guaranteed Obligations are Holders have been paid in full (other than contingent indemnification obligations and no person or governmental authority shall have any right to request any return or reimbursement of funds from the extent no claim giving rise thereto has been asserted) and Holders in connection with monies received under the Purchase Agreements have terminated in accordance with its termsSecurities or the Indenture. 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:
(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 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements Indenture or the Transaction Documents Securities shall be done or omitted;
(ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, accelerated or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements Indenture or the Transaction Documents Securities shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsTrustee as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person person (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 Trustee exhaust any right, power or remedy or proceed against the Company or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. (a) The obligations of each of the Domestic Guarantors under Section 1 hereof 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsLoan Documents or Swap Contracts, or any other agreement or instrument referred to therein, or any substitution, release compromise, release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 11.02 that the obligations of each Guarantor the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Domestic Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Article XI until such time as the Guaranteed Obligations are have been irrevocably paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements commitments relating thereto have terminated in accordance with its terms. expired or terminated.
(b) [Reserved].
(c) Without limiting the generality of the foregoingforegoing subsections (a) and (b), it is agreed that, to the fullest extent permitted by applicable lawLaw, 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 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 Purchase Agreements, the Transaction Loan Documents, any Swap contract between any Loan Party and any Lender, or any Affiliate of a Lender or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein 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 Purchase Agreements, the Transaction Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with;
(iv) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAdministrative Agent or any holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or
(dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, including any creditor of any Guarantor).
(d) 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 extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, or the compromise, release or exchange of collateral or security, and all other notices whatsoever, and any requirement that the Administrative Agent or any holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other documents relating to the 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
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof Pledgor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Mezzanine Loan Agreement, the Xxxxxxxx Note, any of the Transaction other Mezzanine Loan Documents, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsPledgor, it being the intent of this Section 3 SECTION 2(c) that the obligations of each Guarantor Pledgor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair affect the liability of any Guarantor hereunder which shall remain absolute and unconditional as described abovePledgor hereunder:
(ai) at any time or from time to time, without notice to any GuarantorPledgor, 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 Purchase AgreementsMezzanine Loan Agreement, the Transaction Xxxxxxxx Mezzanine Note, or any other Mezzanine Loan Documents, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase AgreementsMezzanine Loan Agreement, the Transaction Xxxxxxxx Mezzanine Note, or any other Mezzanine Loan Documents, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security or collateral therefor shall be terminated, released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of Lender as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) perfected or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Horizon Group Properties Inc)
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 (other than the defense of payment in full of all of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsObligations), it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all ail circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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;
(b) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 this Agreement or the Purchase Agreements, the Transaction Documents, Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any lien or security interest granted to, or in favor of, the Agent or the Lender as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or voidable (includingthe Lender exhaust any right, without limitationpower or remedy or proceed against the Company under this Agreement or the Note or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 1 contract
Samples: Credit Agreement (Clientlogic Corp)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof Support Obligations are absolute primary, absolute, irrevocable and unconditional, unconditional irrespective of the value, genuineness, validity, regularity validity or enforceability of any of the Transaction Documents, Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Borrower’s obligations under the Financing Documents or the Support 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.04 that the obligations of each Guarantor hereunder Support Obligations shall be absolute primary, absolute, irrevocable and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed each of the Equity Parties agrees that, to the fullest extent permitted by applicable 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 Offshore Collateral Agent or any Secured Party under this Agreement, or the liability of any Guarantor hereunder such Equity Party for its Support Obligations which shall remain absolute absolute, irrevocable and unconditional as described above:
(ai) at any time modification or from time to timeamendment (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 with any part 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 Purchase Agreements, Borrower’s obligations under the Transaction Documents, or any other agreement or instrument referred to in whatsoever relating thereto;
(ii) any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the Purchase Agreements or liability of the Borrower under the Transaction Documents or of any other guarantee of all or any part of the Borrower’s obligations under the Transaction Documents;
(iii) without limiting the right of any Equity Party to receive reimbursement for payments made in respect of Support Obligations pursuant to and as permitted by the Collateral Agency and Depositary 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 Financing Documents or otherwise;
(iv) 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) 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 Equity Parties or any other Person or any disposition of any shares of the Borrower by any Equity Party or any Affiliate of such Equity Party other than as permitted by this Agreement;
(vii) any proceeding against the Borrower or any of the Equity Parties 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 the Offshore Collateral Agent or any Secured Party under the Financing Documents or otherwise in such order and such manner as any Secured Party may determine, regardless of whether the Offshore Collateral Agent or any Secured Party shall 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 other transactions or business dealings with the Borrower, any of the Equity Parties, any Subsidiary or Affiliate of the Borrower or the Equity Parties 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 4.04.
(b) The enforceability and effectiveness of this Agreement and the liability of each of the Equity Parties in respect of its Support Obligations, and the rights, remedies, powers and privileges of the Administrative Agent and each Secured Party under this Agreement shall not be done affected, limited, reduced, discharged or omittedterminated, and each Equity Party 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 4.05 hereof, by reason of the full satisfaction and payment of all Support Obligations);
(v) any failure of the Offshore 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 Equity Party, 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 Equity Party, 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 the Offshore 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 Equity Party, 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 Equity Party 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 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 Administrative Agent, the Offshore Collateral Agent or any Secured Party that is authorized by this Section 4 or otherwise in this Agreement or by any other provision of any Financing Document or other Transaction Document or any omission to take any such action; or
(x) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.
(c) To the maturity fullest extent permitted by law, each of the Equity Parties expressly waives, for the benefit of the Borrower, the Administrative Agent and each Secured Party, all diligence, presentment, demand for payment or performance, notices of nonpayment or nonperformance, protest, notices of protest, notices of dishonor and all other notices or demands of any of kind or nature whatsoever and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Guaranteed Obligations shall be accelerated, or any of Borrower under the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Financing Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents shall be waived therein, or against any other Person under any other guarantee of of, or security for, any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; orSupport Obligations.
(d) any Each of the Guaranteed Obligations shall Equity Parties irrevocably waives any right to which it may be determined entitled to require that the Borrower be void sued and all claims against the Borrower be completed prior to an action or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)proceeding being initiated against it.
Appears in 1 contract
Obligations Unconditional. The Subject only to Section 10.10, the obligations of each of the Guarantors Parent Guarantor under Section 1 hereof 10.01 are irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the Guarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 (other than payment the satisfaction in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsObligations), it being the intent of this Section 3 Article X that the obligations of each the Parent Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any the Parent 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 the Parent 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 Purchase Agreementsthis Agreement, the Transaction DocumentsGuarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase Agreementsthis Agreement, the Transaction DocumentsGuarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Parent Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement, without limitationthe Guarantee and Security Agreement, for the benefit of other Debt Documents or any creditor of other agreement or instrument referred to herein or therein, or against any Guarantor) other Person under any other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Resource Capital Corp.)
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 3.01 are irrevocable, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsBorrower under this Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right , other than, in each case, the satisfaction in full of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsObligations. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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;
(b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction Documents, other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase Agreementsthis Agreement, the Transaction Documents, other Debt Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever (except as expressly required by this Agreement or voidable (includingany other Debt Document), without limitationand any requirement that any Secured Party exhaust any right, for power or remedy or proceed against the benefit of Borrower under this Agreement, the other Debt Documents or any creditor of other agreement or instrument referred to herein or therein, or against any Guarantor) other Person under any other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 1 contract
Samples: Guarantee, Pledge and Security Agreement (TCP Capital Corp.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Purchase Agreements Term Loan Commitments have terminated in accordance with its termsexpired 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 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 Purchase Agreements, the Transaction Loan Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Loan Documents shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Loan Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Loan Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, or any other agreement or instrument referred to in the 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 (Relypsa Inc)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Note Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.02 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any Note Party other Guarantor for amounts paid under this Guaranty Article IV until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent for which no claim giving rise thereto has been asserted) have been paid in full and the Note Purchase Agreements Commitments have terminated in accordance with its termsexpired 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 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Note Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Note Documents, or any other agreement or instrument referred to in the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.
Appears in 1 contract
Samples: Note Purchase Agreement (Revance Therapeutics, Inc.)
Obligations Unconditional. The obligations of the Subsidiary Guarantor and each of the Guarantors other Guarantor under Section 1 hereof ss.
10.01 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement, the Transaction Documents, other Facility Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 ss.
10.02 that the obligations of the Subsidiary Guarantor and each other Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not not, to the extent permitted by applicable law, alter or impair the liability of any the Subsidiary Guarantor hereunder and each other Guarantor under this Article 10 which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to the Subsidiary Guarantor or any Guarantorof the other 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;
(b) any of the acts mentioned in any of the provisions of any hereof or of the Purchase Agreements, the Transaction Documents, other Facility Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 hereunder or under any of the Purchase Agreements, the Transaction Documents, other Facility Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any lien or security interest granted to, or in favor of, the Agent or the Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (includingperfected. The Subsidiary Guarantor and each other Guarantor hereby expressly waive, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims extent permitted by applicable law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrowers hereunder or under the other Facility Documents or any other agreement or instrument referred to herein or therein, or against any other Person (includingunder other guarantee of, without limitationor security for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction DocumentsCompany under this Agreement, the U.S. Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 6.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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 this Agreement or the Purchase Agreements, the Transaction Documents, U.S. Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 this Agreement or the Purchase Agreements, the Transaction Documents, U.S. Notes or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any Lien granted to, or in favor of, the U.S. Agent or any U.S. Bank or U.S. Banks as security for any of the Guaranteed Obligations shall be determined fail to be void perfected. Each of the Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the U.S. Agent or voidable (includingany U.S. Bank exhaust any right, without limitationpower or remedy or proceed against the Company and the other Subsidiary Guarantors under this Agreement or the U.S. Notes or any other agreement or instrument referred to herein or therein, for the benefit of or against any creditor of other Person under any Guarantor) other guarantee of, or shall be subordinated to the claims of any Person (including, without limitationsecurity for, any creditor of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that its obligations pursuant to this Section 6 shall not be affected by any Guarantor)assignment or participation entered into by any U.S. Bank pursuant to Section 12.06 hereof.
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by Applicable Law (in the case of the U.S. Hold Separate Order, as such requirements of Applicable Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrowers or any of other Loan Party under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe 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;waived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations; 1209502.04-CHISR02A - MSW
(bii) any of the acts mentioned in any of the provisions of any of this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any Lien or security interest granted to, or in favor of, any Issuing Bank, Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against any Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute primary, absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsGuaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Subsidiary Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsObligations). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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;
(b) any of the acts mentioned in any of the provisions of any of the Purchase Agreementsthis Agreement, the Transaction Documentsother Loan Documents or the Notes, if any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void valid, perfected or voidable to have the priority required under the Loan Documents; or
(includinge) the release of any other Subsidiary Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower or any Subsidiary Guarantor under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, for and the obligations and liabilities of the Subsidiary Guarantors hereunder shall be primary and shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and their respective successors and assigns, and shall inure to the benefit of any creditor the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Transaction Documents, Account Parties under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 Article that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe 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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be done or omitted;; or
(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 Purchase Agreements, the Transaction Documents, this Agreement or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with. The Guarantors hereby expressly waive diligence, in each casepresentment, in accordance with demand of payment, protest and all notices whatsoever, and any requirement that the Transaction Documents; or
(d) Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Account Party under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)Obligations.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (Xl Capital LTD)
Obligations Unconditional. The obligations of each of the Subsidiary Guarantors under Section 1 hereof 2.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of the Transaction Documents, Credit or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each Guarantor the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the NON-SHARING SECURITY AND GUARANTEE AGREEMENT foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Subsidiary 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 Purchase AgreementsSolutia Credit Agreement, the Transaction DocumentsAstaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 or in respect of the Purchase AgreementsSolutia Credit Agreement, the Transaction DocumentsAstaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien or security interest granted to, or in favor of, the Collateral Agent or any other Secured Party as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (includingperfected. The Subsidiary Guarantors hereby expressly waive diligence, without limitationpresentment, for demand of payment, protest and all notices whatsoever, and any requirement that the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (includingCollateral Agent, without limitationeither Administrative Agent, any creditor Solutia Lender, any Astaris Lender, any Co-gen Purchaser or the Co-gen Agent exhaust any right, power or remedy or proceed against any Borrower under or in respect of the Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any Guarantor)other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each obligation of the Guarantors Guarantor under Section 1 1.01 hereof are is absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty of or security for any of the Guaranteed ObligationsDebentures, 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 1.02 that the obligations of each the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that 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 Guaranteed Obligations Debentures shall be extended, or such performance or compliance shall be waived;
; or (b) any unless the obligations of the acts mentioned Guarantor would be materially increased, the Subscription Agreement shall be amended in any respect, or any right of LCS Golf under the provisions of any of the Purchase Agreements, the Transaction Documents, Subscription Agreement or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents therein shall be waived or any other guarantee of any guaranty of the Guaranteed Obligations or any security therefor Debentures shall be released or exchanged in whole or in part or otherwise dealt with; or the addition or partial or entire release of any guarantor, in each casemaker, in accordance with surety, endorser, indemnitor or other party or parties primarily or secondarily liable for the Transaction Documentspayment and/or performance of the Debentures; or
or (d) the assumption of any of the Guaranteed Obligations shall be determined to be void Debentures by any other person, whether by assignment, sale, sublease, conveyance or voidable otherwise; or (includinge) the institution of any suit or the obtaining of any judgment against the Guarantor or the maker, without limitationor any surety, endorser, indemnitor or other party or parties primarily or secondarily liable for the benefit payment and/or performance of the Debentures; or (f) any creditor other event, circumstance or condition which might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being expressly agreed that the obligations of the Guarantor shall in no way be diminished, impaired, affected or released by the neglect or failure of the Investor to do any Guarantor) or shall be subordinated to of the claims of any Person (including, without limitation, any creditor of any Guarantor)above-described acts.
Appears in 1 contract
Samples: Guaranty Agreement (LCS Golf Inc)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof Obligors (other than the Company) hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction Documents, Indenture Documents or any other agreement or instrument referred documents relating to thereinthe Secured Obligations, or any substitution, release release, impairment or exchange of any other guaranty guarantee of or security for any of the Guaranteed Secured 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 23 that the obligations of each Guarantor such Obligors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor such Obligor agrees that it such Obligor shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any Note Party other Obligor for amounts paid under this Guaranty its Note Guarantee or applied against any of the Secured Obligations as a result of the application thereto of its Collateral or Proceeds thereof until such time as the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements Termination Date shall have terminated in accordance with its termsoccurred. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder such Obligor hereunder, which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to any Guarantorsuch Obligor, the time for any performance of or compliance with any of the Guaranteed Secured 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 Purchase Agreements, Indenture Documents or other documents relating to the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents Secured Obligations shall be done or omitted;
(c) the maturity of any of the Guaranteed Secured Obligations shall be accelerated, or any of the Guaranteed Secured Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Purchase Agreements, Indenture Documents or other documents relating to the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents Secured Obligations shall be waived or any other guarantee of any of the Guaranteed Secured Obligations or any security therefor (including any Collateral) shall be released released, impaired or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(d) any Lien granted to, or in favor of, the Collateral Agent or any other holder of the Guaranteed Secured Obligations as security for any of the Secured Obligations shall fail to attach or be perfected; or
(e) any of the Secured Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of the Company or any Guarantorother Obligor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of the Company or any GuarantorObligor). With respect to its obligations hereunder, each Obligor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Collateral Agent or any other holder of the Secured Obligations exhaust any right, power or remedy or proceed against any Person under any of the Indenture Documents or any other document relating to the Secured Obligations, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations (including any other Obligor).
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 hereof SECTION 10.01 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement, the Transaction Documents, other Facility Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 SECTION 10.02 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not not, to the extent permitted by applicable law, alter or impair the liability of any each Guarantor hereunder and each other Guarantor under this ARTICLE 10 which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to any such 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 hereof or of the Purchase Agreements, the Transaction Documents, other Facility Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omitted;
(c) 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 hereunder or under any of the Purchase Agreements, the Transaction Documents, other Facility Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any lien or security interest granted to, or in favor of, the Agent or the Lenders as security for any of the Guaranteed Obligations shall be determined fail to be void or voidable (includingperfected. Each Guarantor hereby expressly waives, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims extent permitted by applicable law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrowers hereunder or under the other Facility Documents or any other agreement or instrument referred to herein or therein, or against any other Person (includingunder other guarantee of, without limitationor security for, any creditor of any Guarantor)the Guaranteed Obligations.
Appears in 1 contract
Samples: Credit Agreement (Hawk Corp)
Obligations Unconditional. The obligations Subject to expiration of each of the Guarantors under Section 1 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity this Lease or enforceability of any of the Transaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements this Lease in accordance with their termsSection 9.1 or Section 9.2, it being the intent of this Section 3 that the obligations of each Guarantor hereunder the Lessee to make Rental Payments and to pay Additional Payments, shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until during the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) Lease Term and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoingLessee shall make such payments without abatement, it is agreed that, to the fullest extent permitted by applicable law, the occurrence diminution or deduction regardless of any one cause 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omitted;
(c) 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 Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(d) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (circumstances whatsoever including, without limitation, any creditor defense, set-off, recoupment or counterclaim that the Lessee may have or assert against the Lessor or any other Person. Nothing herein, except as expressly permitted hereby, shall result in any abatement, diminution or reduction of the Rental Payments or any other payments required hereby. The Lessee (i) will not suspend or discontinue any such payments, (ii) will perform and observe all of its other agreements contained in this Lease and (iii) will not terminate this Lease, for any cause including, without limitation, failure of the Lessor to complete the Project Facilities, failure of title to the Project or any portion thereof, any act or circumstance that may constitute failure of consideration, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws or administrative rulings of or administrative actions by or under authority of the United States of America, the State or any other political subdivision, or any failure of the Lessor to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Lease or any other instrument, agreement or other document relating to the Bond. Nothing contained in this Section shall be construed to release the Lessor from the performance of any Guarantor)of the agreements on its part contained in this Lease, and in the event the Lessor should fail to perform any such agreement, the Lessee may institute such action against the Lessor as the Lessee may deem necessary to compel performance or recover its damages for nonperformance, so long as such action shall not be inconsistent with the agreements of the Lessee contained in the preceding sentences. The Lessee may, however, at its own cost and expense and in its own name or, to the extent lawful, in the name of the Lessor, prosecute or defend any action or proceeding or take any other action involving any other Person that the Lessee deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the Lessor shall cooperate fully with the Lessee, but at the Lessee’s expense, and shall take all action necessary to effect the substitution of the Lessee for the Lessor in any such action or proceeding if the Lessee shall so request.
Appears in 1 contract
Samples: Lease Agreement
Obligations Unconditional. The obligations of each of the Guarantors Guarantor under Section 1 2.01 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsCredit Agreement, the Note or any other agreement or instrument (including, without limitation, any other Financing Agreements) referred to herein or therein, or any substitution, release or exchange of any other guaranty Financing Agreements of or security for any of the Guaranteed ObligationsObligations or for the obligations of such Guarantor hereunder, 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 2.02 that the obligations of each such Guarantor hereunder shall be absolute and unconditional unconditional, under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any each Guarantor hereunder which shall remain absolute and unconditional as described above:
(ai) at any time or from time to time, without notice to any such 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;
(bii) any of the acts mentioned in any of the provisions of any of the Purchase Agreements, Credit Agreement or the Transaction Documents, Note or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein (including, without limitation, any other Financing Agreements) 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 Purchase Agreements, Credit Agreement or the Transaction Documents, Note or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein (including, without limitation, any other Financing Agreements) shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(div) any lien granted to, or in favor of the Lender as security for any of the Guaranteed Obligations shall be determined released, exchanged, enforced or shall fail to be void perfected. Except as expressly provided in this Agreement, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Lender exhaust any right, power or voidable (including, without limitation, for remedy to proceed against the benefit of Borrower under the Credit Agreement or the Note or any creditor of any Guarantor) other agreement or shall be subordinated instrument referred to the claims of any Person herein or therein (including, without limitation, any creditor other Financing Agreements), or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations or any Guarantor)of the obligations of such Guarantor hereunder.
Appears in 1 contract
Samples: Guaranty Agreement (GS Energy CORP)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Transaction DocumentsCredit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsguarantor, it being the intent of this Section 3 4.2 that the obligations of each Guarantor the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any Note Party other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Guaranteed Obligations are Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full (other than contingent indemnification obligations to and all Commitments under the extent no claim giving rise thereto has Credit Agreement have been asserted) and the Purchase Agreements have terminated in accordance with its termsterminated. 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:
(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 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 Purchase Agreements, the Transaction Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Purchase Credit Documents or Hedging Agreements or the Transaction Documents 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 Purchase Agreements, the Transaction Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Purchase Credit Documents or Hedging Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any Lien granted to, or in each casefavor of, in accordance with the Transaction DocumentsAgent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(dv) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (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 Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents, any Hedging Agreement or any other agreement or instrument referred to in the Credit Documents or Hedging Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Transaction DocumentsBorrowers under this Agreement, the Secured Hedge Agreements, the Treasury Services Agreements, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein 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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or4849-7283-2717 262
(div) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 11.10. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrowers under this Agreement, the Secured Hedge Agreements, the Treasury Services Agreements or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Samples: Credit Agreement (Bumble Inc.)
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of any of Loan Party under this Agreement, the Transaction DocumentsNotes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty guarantee of or security for any of the Guaranteed 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 other than Guarantor (except for payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 3 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its termsfull). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ai) at any time or from time to time, without notice to any Guarantorthe Guarantors, to the extent permitted by Law, 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 this Agreement or the Purchase AgreementsNotes, the Transaction Documentsif any, or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(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 Purchase Agreements, the Transaction Documents, Loan Documents or any other agreement or instrument referred to in the Purchase Agreements herein or the Transaction Documents therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or;
(div) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall be determined fail to be void perfected; or
(v) the release of any other Guarantor pursuant to Section 11.09. To the fullest extent permitted by Law, the Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or voidable (includingremedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the fullest extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without limitationregard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, for and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against the Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of any creditor the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of any Guarantor) or shall this Agreement there may be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each of the Guarantors under Section 1 hereof are absolute Pledgor in this Agreement shall be continuing, irrevocable, primary, absolute, and unconditional, unconditional irrespective of the value, genuineness, validity, regularity regularity, or enforceability of any of the Transaction DocumentsSenior Secured Credit Document, or any other agreement or instrument referred to therein, or any substitution, release release, or exchange of any other guaranty guarantee of or security for any of the Guaranteed Obligations, Senior Secured Obligations and, to the fullest extent permitted by applicable lawGovernment Rules, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor guarantor, other than payment in full the occurrence of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their termsDischarge Date, it being the intent of this Section 3 2.3 that the obligations of each Guarantor the Pledgor hereunder shall be absolute and unconditional under any and all other circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Pledgor hereunder, which shall remain absolute and unconditional as described aboveabove without regard to and not be released, discharged, or in any way affected (whether in full or in part) by:
(a) at any time or from time to time, without notice to any Guarantorthe Pledgor, the time for any performance of or compliance with any of the Guaranteed Senior Secured Obligations shall be is extended, or such performance or compliance shall be is waived;
(b) any invalidity, irregularity, or unenforceability of all or any part of the acts mentioned in Senior Secured Obligations, any of the provisions of any of the Purchase Agreements, the Transaction DocumentsSenior Secured Credit Document, or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be done or omittedrelating thereto;
(c) any renewal, extension, amendment, or modification of, or supplement to, or deletion from, or departure from, or waiver of, any Senior Secured Credit Document or terms thereof, or any other agreement or instrument relating thereto, or any assignment or transfer of any thereof;
(d) any Senior Secured Credit Document is amended or modified, or any change in the manner or place of payment of, or in any other term of, all or any of the Senior Secured Obligations, or any other amendment or waiver of, or any consent to any departure from, any indulgence or other action or inaction under or in respect of, any Senior Secured Credit Document, any of the Collateral, or any other agreement or instrument relating thereto, or any exercise or non-exercise of any right, remedy, power, or privilege under or in respect of any of the Senior Secured Obligations, this Agreement, any other Senior Secured Credit Document, or any other agreement or instrument relating hereto or thereto;
(e) the maturity of any of the Guaranteed Senior Secured Obligations shall be is accelerated, or any of the Guaranteed Senior Secured Obligations shall be is modified, supplemented or supplemented, and/or amended in any respect, or any right under any of the Purchase Agreements, the Transaction Documents, Senior Secured Credit Document or any other agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be therein is waived or any other guarantee of any of the Guaranteed Senior Secured Obligations or any security therefor shall be is released or exchanged in whole or in part or otherwise dealt with;
(f) any Lien granted to, or in each casefavor of, the P1 Collateral Agent as security for any of the Senior Secured Obligations fails to be perfected;
(g) the furnishing of additional security for the Senior Secured Obligations or any part thereof to the P1 Collateral Agent or any Senior Secured Party or any acceptance thereof by the P1 Collateral Agent, or any substitution, sale, exchange, release, surrender, or realization of or upon any such security by the P1 Collateral Agent or any Senior Secured Party, or the failure to create, preserve, validate, perfect, or protect any Lien granted to, or purported to be granted to, or in accordance favor of, the P1 Collateral Agent or any Senior Secured Party;
(h) any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of the Pledgor or by any defense which the Pledgor may have by reason of the order, decree, or decision of any court or administrative body resulting from any such proceeding. Notwithstanding the above, so long as any Senior Secured Obligation remains outstanding, the Pledgor shall not, without written consent of the P1 Collateral Agent, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Transaction DocumentsCompany;
(i) any judicial or non-judicial foreclosure or sale of, or other election of remedies with respect to, any interest in other Collateral serving as security for all or any part of the Senior Secured Obligations, even though such foreclosure, sale, or election of remedies may impair the subrogation rights of either the Company or the Pledgor or may preclude the Company or the Pledgor from obtaining reimbursement, contribution, indemnification, or other recovery from the Company or any other Person and even though the Company or the Pledgor may not, as a result of such foreclosure, sale, or election of remedies, be liable for any deficiency;
(j) any act or omission of the P1 Collateral Agent or any other Person that directly or indirectly results in or aids the discharge or release of the Pledgor or any part of the Senior Secured Obligations or any security or guarantee (including any letter of credit) for all or any part of the Senior Secured Obligations by operation of law or otherwise (other than the occurrence of the Discharge Date); or
(dk) any other circumstance that might otherwise constitute a defense available to, or discharge of, the Pledgor or any third party with respect to the payment in full of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor)Senior Secured Obligations.
Appears in 1 contract
Samples: Pledge Agreement (NextDecade Corp.)
