Common use of Absolute and Unconditional Guaranty Clause in Contracts

Absolute and Unconditional Guaranty. This Guaranty and the obligations of the Guarantors hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete performance of payment obligations and the indefeasible payment in full of the Guaranteed Obligations), including, without limitation, the occurrence of any one or more of the following, whether or not such Guarantors shall have had notice or knowledge of any of them: (i) any change in the manner, place or terms of payment (including the currency thereof) of any of the Guaranteed Obligations; (ii) any settlement, compromise, release or discharge of, or acceptance or refusal of any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the payment of the Guaranteed Obligations to the payment of any other obligations; (iii) any rescission, waiver, extension, renewal, alteration, amendment or modification of, or any consent to departure from, any of the terms or provisions of the Guaranteed Obligations or any agreement relating thereto, or any other guaranties or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms thereof; (iv) the Guaranteed Obligations, this Guaranty or any other agreement relating thereto at any time being found to be illegal, invalid or unenforceable in any respect or the existence or invocation of any provision of applicable law or regulation purporting to prohibit the payment by RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, of any of the Guaranteed Obligations; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking and holding of any security for the payment of the Guaranteed Obligations, this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; or any enforcement and application of any security now or hereafter held by the Beneficiaries in respect of this Guaranty or the Guaranteed Obligations and any direction of the order or manner of sale thereof, or the exercise of any other right or remedy that the Beneficiaries may have with respect to any such security, as the Beneficiaries in their sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales; (vii) any failure or omission to exercise, assert or enforce, or any agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Transaction Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranties of or any security for the payment of the Guaranteed Obligations; (viii) any change in or reorganization of the corporate structure of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two or any of their subsidiaries or any dissolution, termination, consolidation or merger or sale or other disposition, whether or not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent by each of the Beneficiaries thereto or to any restructuring of the Guaranteed Obligations; (ix) the election by the Beneficiaries in any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or the disallowance under Section 502 of the Bankruptcy Code of all or any portion of the claims of the Beneficiaries for repayment of the Guaranteed Obligations; or (x) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

Absolute and Unconditional Guaranty. This (a) The liability of each Guarantor under its Guaranty shall, to the fullest extent permitted under applicable Law, be full, irrevocable, absolute, unconditional and the obligations of the Guarantors hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete performance of payment obligations and the indefeasible payment in full of the Guaranteed Obligations), including, without limitation, the occurrence of any one or more of the following, whether or not such Guarantors shall have had notice or knowledge of any of themirrespective of: (i) the illegality of this Agreement or any Guaranty; (ii) the value, validity, regularity or genuineness of this Agreement with respect to Seller or Buyer, as applicable; (iii) the enforceability of this Article 11 against the Seller, Buyer and any Guarantor; (iv) any release, waiver, forbearance or discharge, in whole or in part, of any obligation of Seller or Buyer under this Agreement (other than to the extent resulting from payment or performance of the Seller Obligations or Buyer Obligations in accordance with their terms), or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Seller, Buyer or any of their assets; (v) any change in the corporate existence, structure or ownership of Seller or Buyer; (vi) any compromise, amendment, waiver or modification of this Agreement (in accordance with its terms), or any change in the manner, place or terms of payment (including the currency thereof) of or performance of, any change or extension of the Guaranteed Obligations; (ii) any settlement, compromise, release time of payment or discharge of, or acceptance or refusal of any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the payment of the Guaranteed Obligations to the payment of any other obligations; (iii) any rescission, waiver, extension, renewal, alteration, amendment or modification of, or any consent to departure fromrenewal or alteration of the Seller Obligations or Buyer Obligations, any of the terms escrow arrangement or provisions of the Guaranteed Obligations or any agreement relating theretoother security therefor, or any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the other guaranties or security for documents entered into in connection therewith (including the Guaranteed Obligations, in each case whether or not Ancillary Agreements) in accordance with the terms thereof; (iv) the Guaranteed Obligations, this Guaranty or any other agreement relating thereto at any time being found to be illegal, invalid or unenforceable in any respect or the existence or invocation of any provision of applicable law or regulation purporting to prohibit the payment by RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, of any of the Guaranteed Obligations; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking and holding of any security for the payment of the Guaranteed Obligations, this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; or any enforcement and application of any security now or hereafter held by the Beneficiaries in respect of this Guaranty or the Guaranteed Obligations and any direction of the order or manner of sale thereof, or the exercise of any other right or remedy that the Beneficiaries may have with respect to any such security, as the Beneficiaries in their sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial salesterms; (vii) the existence of any claim, set-off or other right that any Guarantor may have at any time against Buyer or Seller, whether in connection with the Seller Obligations, Buyer Obligations or otherwise; (viii) the failure of Buyer or omission to exercise, assert or enforce, or any agreement or election not Seller to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or enforce any right, power right or remedy (whether arising under the Transaction Documentsagainst Seller, at law, in equity Buyer or otherwise) any other Person primarily or secondarily liable with respect to the Guaranteed Seller Obligations or Buyer Obligations, as applicable, (including in the event any agreement relating theretoPerson becomes subject to a bankruptcy, reorganization, insolvency, liquidation or with respect to any other guaranties of or any security for the payment of the Guaranteed Obligations; (viii) any change in or reorganization of the corporate structure of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two or any of their subsidiaries or any dissolution, termination, consolidation or merger or sale or other disposition, whether or not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent by each of the Beneficiaries thereto or to any restructuring of the Guaranteed Obligationssimilar proceeding); (ix) the election addition, substitution or release of Seller , Buyer or any other Person now or hereafter liable with respect to the Seller Obligations, Buyer Obligations or otherwise interested in the transactions contemplated by this Agreement (other than to the Beneficiaries in any proceeding instituted under the Bankruptcy Code extent resulting from payment or performance of the application Seller Obligations or Buyer Obligations in accordance with their terms or to the extent of Section 1111(b)(2) any other defenses to the payment of the Bankruptcy Code; any borrowing Seller Obligations or grant of a security interest by RTMBuyer Obligations that are available to Seller and Buyer, Parent, Holdco, RTM Management, Newco One or Newco Two, as debtor-in-possessionrespectively, under Section 364 this Agreement); (x) the adequacy of the Bankruptcy Code; any other means Buyer or the disallowance under Section 502 Seller may have of the Bankruptcy Code of all or any portion of the claims of the Beneficiaries for obtaining repayment of the Guaranteed ObligationsSeller Obligations or the Buyer Obligation, respectively; or (xxi) any other occurrence, circumstance, act or thing or omission, or delay to do any other act or thing, which omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as an obligor a discharge of any Guarantor as a matter of law or equity (other than as a result of payment or performance of the Seller Obligations or Buyer Obligations in accordance with their terms). (b) Each Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations and Buyer Obligations and notice of or proof of reliance by Buyer and Seller upon each applicable Guaranty or acceptance of each applicable Guaranty. Without expanding the obligations of any Guarantor hereunder, the Seller Obligations and Buyer Obligation shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Guaranties, and all dealings between (x) Buyer or the Seller Guarantor, on the one hand, and Seller, on the other, or (y) Seller or the Buyer Guarantor, on the one hand, and Seller, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guaranties. (c) Each Guarantor expressly and irrevocably waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by Buyer or Seller, as the case may be. Each Guarantor waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice not provided for herein, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Seller or Buyer, as applicable, or any other Person interested in the transactions contemplated by this Agreement, and all suretyship defenses generally. Each Guarantor hereby unconditionally and irrevocably agrees that it shall not, directly or indirectly, institute any proceeding or make any claim asserting that any Guaranty is illegal, invalid or unenforceable in accordance with its terms. (d) Buyer shall not be obligated to file any claim relating to the Seller Obligations in the event that Seller becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of Buyer to so file shall not affect Seller Guarantor’s obligations hereunder. In the event that any payment to Buyer in respect of the Guaranteed ObligationsSeller Obligations is rescinded or must otherwise be returned to Seller, Seller Guarantor or any other Person for any reason whatsoever, Seller Guarantor shall remain liable hereunder with respect to such Seller Obligations as if such payment had not been made. (e) Seller shall not be obligated to file any claim relating to the Buyer Obligations in the event that Buyer becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of Seller to so file shall not affect Buyer Guarantor’s obligations hereunder. In the event that any payment to Seller in respect of the Buyer Obligations is rescinded or must otherwise be returned to Buyer, Buyer Guarantor or any other Person for any reason whatsoever, Buyer Guarantor shall remain liable hereunder with respect to such Buyer Obligations as if such payment had not been made.