Unenforceability of Obligations. As a separate undertaking, the Guarantor agrees that, if the Lender can’t recover the Secured Money from the Guarantor under this Agreement or a Collateral Document for any reason, including if a provision of this Agreement or a Collateral Document becomes void or invalid, whether or not that reason is:
Unenforceability of Obligations. As a separate and continuing undertaking, each Subsidiary Guarantor unconditionally and irrevocably undertakes to the Issuing Bank that, should any Guaranteed Obligations not be recoverable against such Subsidiary Guarantor under this Subsidiary Guarantee Agreement on the footing of a guarantee for any reason, including, without limitation, a provision of this Subsidiary Guarantee Agreement or an obligation (or purported obligation) of any Obligor to pay any Guaranteed Obligation being or becoming void, voidable, unenforceable or otherwise invalid, and whether or not that reason is or was known to the Issuing Bank, and whether or not that reason is:
(a) a defect in or lack of powers affecting any Obligor, or the irregular exercise of those powers; or
(b) a defect in or lack of authority by a Person purporting to act on behalf of any Obligor; or
(c) a dissolution, change in status, constitution or control, reconstruction or reorganization of any Obligor (or the commencement of steps to effect the same), then such Subsidiary Guarantor will, as a separate and additional obligation under this Subsidiary Guarantee Agreement, indemnify the Issuing Bank immediately on demand against the amount which the Issuing Bank would otherwise have been able to recover (on a full indemnity basis). In this Section 23.22 the expression “Guaranteed Obligations” includes any Indebtedness which would have been included in that expression but for anything referred to in this clause. UTi Worldwide Inc. Letter of Credit Agreement
Unenforceability of Obligations. The obligations of such Guarantor under the Guarantee shall not be subject to any reduction, limitation, impairment, or termination for any reason (other than by payment in full of the Guaranteed Obligations) and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, discharge of any Beneficiary from any of the Guaranteed Obligations in a bankruptcy or similar proceeding or otherwise (except by payment in full of the Guaranteed Obligations, subject to the terms of Section 6 below and the next sentence). Such Guarantor further agrees that the Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, interest on or any other amount with respect to any Guaranteed Obligation is rescinded or must otherwise be restored by any Guaranteed Party or any other Person upon the bankruptcy or reorganization of any Beneficiary, any other Person or otherwise.
Unenforceability of Obligations. The obligations of each Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason except by payment and performance in full of the Guaranteed Obligations (other than (A) contingent indemnification obligations not yet accrued and payable, (B) Letters of Credit and (C) obligations under Secured Hedge Agreements and Cash Management Agreements not yet due and payable, in each case of (B) and (C) as to which other arrangements satisfactory to the relevant L/C Issuer, Hedge Bank Guaranteed Party or Cash Management Guaranteed Party, as applicable, shall have been made), termination of all Commitments under the Credit Agreement and expiration or termination of all Letters of Credit, or except as limited in Section 1(d) of this Guaranty, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, discharge of the Borrower or any other Person from any of the Guaranteed Obligations in a bankruptcy or similar proceeding or otherwise except by payment and performance in full of the Guaranteed Obligations (other than (A) contingent indemnification obligations not yet accrued and payable, (B) Letters of Credit and (C) obligations under Secured Hedge Agreements and Cash Management Agreements not yet due and payable, in each case of (B) and (C) as to which other arrangements satisfactory to the relevant L/C Issuer, Hedge Bank Guaranteed Party or Cash Management Guaranteed Party, as applicable, shall have been made), termination of all Commitments under the Credit Agreement and expiration or termination of all Letters of Credit, or except as limited in Section 1(d) of this Guaranty.
Unenforceability of Obligations. The obligations of each Guarantor ------------------------------- under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by payment and performance in full of the Guaranteed Obligations and termination of all Commitments under the Credit Agreement, and except as limited in Section 1(d) of this Guaranty) and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, discharge of the Borrower from any of the Guaranteed Obligations in a bankruptcy or similar proceeding or otherwise (other than by payment and performance in full of the Guaranteed Obligations and termination of all Commitments under the Credit Agreement, and except as limited in Section 1(d) of this Guaranty).
Unenforceability of Obligations. As a separate continuing primary obligation, the Guarantor undertakes to indemnify the Lender on demand against each loss, claim and expense incurred by the Lender should any of the Guaranteed Indebtedness not be recoverable from the Borrower, the Guarantor or any other person for any reason whatsoever including (but not limited to) any Relevant Document being or becoming void, voidable, unenforceable or otherwise invalid or illegal in any respect, whether or not that reason is known to the Lender. In this clause, the expression "Guaranteed Indebtedness" includes any Indebtedness which would have been included in that expression but for anything referred to in this clause.
Unenforceability of Obligations. As a separate undertaking, the Guarantor agrees that, if the Lender cannot recover the Secured Money from the Guarantor under this Agreement or a Collateral Document for any reason, including if a provision of this Agreement or a Collateral Document becomes void or invalid, whether or not that reason is:
a) Defect in Authority: a lack of authority by a person acting on behalf of an Obligor;
b) Legal Limitation: a legal or other limitation (whether under the Limitation Xxx 0000 or otherwise), disability or incapacity of an Obligor; or
c) Death, Bankruptcy or Insolvency: the death, bankruptcy or insolvency of an Obligor, the Guarantor will, as an independent obligation, pay to the Lender on demand the amount which the Lender would otherwise have been able to recover (on a full indemnity basis). This means the Guarantor agrees to be personally liable for repayment of the Loan even if the Lender is prevented, for some technical reason, from enforcing its rights under this Agreement.
Unenforceability of Obligations. If for any reason Principal Debtor has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from Principal Debtor by operation of law or for any other reason, this Guaranty shall nevertheless be binding on Guarantor to the same extent as if Guarantor at all times had been the principal obligor on all such Obligations. In the event that acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of Principal Debtor, or for any other reason, all such amounts otherwise subject to acceleration under the terms of any agreement, document or instrument evidencing, securing or otherwise executed in connection with any of the Obligations shall be immediately due and payable by Guarantor.
Unenforceability of Obligations. The obligations of each Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment and performance in full of the Guaranteed Obligations and termination of all Commitments under the Credit Agreement, expiration or termination of all Interest Rate Protection Agreements with an Interest Rate Guaranteed Party, and except as limited in Section 1(d) of this Guaranty) and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, discharge of the Borrower or any other Person from any of the Guaranteed Obligations in a bankruptcy or similar proceeding or otherwise (other than by indefeasible payment and performance in full of the Guaranteed Obligations and termination of all Commitments under the Credit Agreement, expiration or termination of all Interest Rate Protection Agreements with an Interest Rate Guaranteed Party, and except as limited in Section 1(d) of this Guaranty).
Unenforceability of Obligations. If for any reason the Company or any other Note Party has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from the Company or any other Note Party by reason of the any Note Party’s insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on the Parent Guarantor to the same extent as if the Parent Guarantor at all times had been the principal obligor on all the Guaranteed Obligations. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Company, or for any other reason, all of the Guaranteed Obligations otherwise subject to acceleration under the terms of the Indenture or any other agreement evidencing, securing or otherwise executed in connection with any Guaranteed Obligations shall be immediately due and payable by the Parent Guarantor.
