Changes in Obligations. (a) Subject to Section 8, Guarantor agrees that Guaranteed Party may, with Parent’s consent if such consent is required under the Merger Agreement, at any time and from time to time, without notice to or further consent of Guarantor, extend the time of payment of any Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Guarantee or affecting the validity or enforceability of this Guarantee. Guarantor agrees that the obligations of Guarantor under this Guarantee shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay of Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Guarantor, Parent or Merger Sub (or any of their respective permitted assignees) or any other Person; (ii) any change in time, place or manner of payment of any Obligation or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (iii) the addition, substitution or release of either of Parent of Merger Sub or either of their permitted assignees or any other Person; (iv) any change in the corporate existence, structure or ownership of either of Parent or Merger Sub (or any of their permitted assignees) or any other Person; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting either of Parent or Merger Sub (or any of their respective permitted assignees) or any other Person; (vi) the existence of any claim, set-off or other right which Guarantor may have at any time against either of Parent or Merger Sub or Guaranteed Party or any of their Affiliates, whether in connection with the Obligation or otherwise (other than those described in the last sentence of Section 2 above); (vii) the adequacy of any other means Guaranteed Party may have of obtaining payment of any Obligation other than from Parent or Merger Sub; (viii) the value, genuineness, validity, illegality or enforceability of the payment of the Merger Consideration or th...
Changes in Obligations. (a) The Guarantor agrees that Members Mutual and HoldCo may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Guaranteed Obligations, and may also make any agreement with the Standby Purchaser for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, without in any way impairing or affecting the Guarantor’s obligations under this Guaranty.
Changes in Obligations. The Guarantor agrees that the Company or any Person entitled to payment under the Asset Purchase Agreement (collectively, the “Beneficiaries”) may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time for payment of the Obligations owed to such Beneficiary, and may also make any agreement with the Guaranteed Entities for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between such Beneficiary and the Guaranteed Entities without in any way impairing or affecting this Guarantee. Notwithstanding anything to the contrary set forth in this Guarantee, each Beneficiary may only exercise rights hereunder with respect to Obligations owed to that Beneficiary; provided, however, that the Company may and is hereby authorized to exercise all rights under this Guarantee on behalf of each Beneficiary. 3.
Changes in Obligations. The Account Party consents to, and agrees that Agent and Lenders shall have no liability to Account Party as a result of (and agrees that none of the following shall require notice to or consent of the Account Party or affect any of the Account Party’s obligations hereunder), (a) any consent, forbearance or waiver which the Agent or any Lender might grant or give any Credit Party and/or any other person liable or obligated for or on the Obligations, (b) any amendment, cancellation, termination or modification of any provision of any Loan Document or the Obligations or any compromise, settlement, or release by the Agent or any Lender of the Obligations or of the obligations of any such other person (whether or not jointly liable with the Account Party), or (c) any release of any collateral securing the Obligations or securing the obligations of any such other person.
Changes in Obligations. In the event that any mandate of a regulatory body having jurisdiction over the Parties hereto, any Applicable Law (as defined in Exhibit A hereto), any law or regulation applicable to the parties hereto or the transactions herein contemplated, or any change in the Program results in a material change in the nature or financial impact of either Party's obligations or compensation hereunder ("Material Change"), then such Party may provide the other Party with notice of such Material Change, and the Parties shall negotiate in good faith an amendment to this Agreement that shall set forth the terms under which the Parties shall perform such new obligations. In the event that the Parties cannot reach agreement on an amendment to this Agreement within thirty (30) calendar days after the delivery of a Material Change notice pursuant to this Section 12.3, then either Party may terminate this Agreement in accordance with Section 17.4 below.
Changes in Obligations. (a) The Guarantors agree that the Company may at any time and from time to time, without notice to or further consent of the Guarantors, and without in any way impairing or affecting the Guarantors’ obligations under this Limited Guaranty: (i) extend the time of payment of the Guaranteed Obligations and (ii) also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part.
Changes in Obligations. (a) The Company may, at any time and from time to time while this Guarantee is in effect, without the consent of or notice to the Guarantor, except such notice as may be required by applicable Law which cannot be waived, without incurring responsibility to the Guarantor, and without impairing or releasing the Obligation hereunder, upon or without any terms or conditions and in whole or in part, (i) extend the time of payment of the Obligation and (ii) make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent and/or Merger Sub; provided, however, that nothing contained in this Guarantee is intended to modify or supersede the provisions of the Merger Agreement as between the Company and Parent and Merger Sub.
Changes in Obligations. Each Guarantor agrees that the Guaranty Beneficiary may at any time and from time to time, without notice to or further consent of either Guarantor, extend the time of payment or performance of any Obligations, and may also make any agreement with the Guaranteed Party or with any other Person interested in the transactions contemplated by the Facility Sublease Documents for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any Facility Sublease Document or any Operative Document without in any way impairing or affecting the Guarantors' obligations under this Guaranty. The obligations of each Guarantor hereunder shall not be subject to any counterclaim, setoff, deduction or defense (other than payment or performance) based upon any claim or defense such Guarantor may have against the Guaranty Beneficiary or any claim or defense such Guarantor may have against any Guaranteed Party or any other Person and shall remain in full force and effect without regard to, and shall not be released, discharged, reduced or in any way affected by, any circumstance or condition whatsoever (whether or not either Guarantor shall have any knowledge or notice thereof) which might constitute a legal or equitable discharge or defense including, but not limited to:
Changes in Obligations. Parent agrees that the Guaranteed Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure or delay of Seller or Maidstone to assert any claim or demand or to enforce any right or remedy available under the Stock Purchase Agreement; (b) any change in the time, place or manner of payment of the Guaranteed Obligations; (c) the addition, substitution or release of any person now or hereafter liable with respect to the Guaranteed Obligations, to or from this Agreement or any related agreement or document; (d) any change in the corporate existence, structure or ownership of Parent or Interboro or any other person now or hereafter liable with respect to the Guaranteed Obligations; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Interboro or any other person now or hereafter liable with respect to the Guaranteed Obligations; (f) the existence of any claim, set-off or other right which Parent may have at any time against Maidstone or its affiliates, whether in connection with the Guaranteed Obligations or otherwise; or (g) the adequacy of any other means Maidstone may have of obtaining payment of the Guaranteed Obligations.
Changes in Obligations. The Agency shall not repeal, modify, amend or supplement any provision of the PWMGRP SRF Loan/Proposition 1 Water Recycling Funding Program Construction Grant Documents or the Proposition 1 Storm Water Grant Documents that could reasonably be expected to result in a Material Adverse Effect. The Agency shall not repeal, modify, amend or supplement any provision of any Loan Document (other than the PWMGRP SRF Loan/Proposition 1 Water Recycling Funding Program Construction Grant Documents and the Proposition 1 Storm Water Grant Documents).
