Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties against the Administrative Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any Guarantor.
Appears in 2 contracts
Samples: Credit Agreement (Sprague Resources LP), Security Agreement
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrowers or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother Credit Document, any other Loan Document Letter of Credit or any other document relating to any ObligationsHedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrowers against the Administrative Agent or any other Secured Party, Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrowers or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrowers for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrowers or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.
Appears in 2 contracts
Samples: Guarantee (Rockwood Specialties Group Inc), Rockwood Specialties Group Inc
Guarantee Absolute and Unconditional. Each The Guarantor's liability for payment and performance of the Obligations shall be absolute and unconditional; the Guarantor unconditionally and irrevocably waives any each and every defense which, under principles of guarantee or suretyship law, would otherwise operate to impair or diminish such liability; and nothing whatever except actual full payment and performance to the Banks of the Obligations (and all other debts, obligations and liabilities of Guarantor under this Agreement) shall operate to discharge the Guarantor's liability hereunder. Without limiting the generality of the foregoing, the Banks shall have the exclusive right, which may be exercised from time to time without diminishing or impairing the liability of the Guarantor in any respect, and without notice of any kind to the creationGuarantor, renewalto: (a) extend any additional credit to Company; (b) accept any collateral, extension security or accrual guarantee for any Obligations or any other credit; (c) determine how, when and what application of payments, credits and collections, if any, shall be made on the Obligations and any other credit and accept partial payments; (d) determine what, if anything, shall at any time be done with respect to any collateral or security; subordinate, sell, transfer, surrender, release or otherwise dispose of all or any of such collateral or security; and purchase or otherwise acquire any such collateral or security at foreclosure or otherwise; and (e) with or without consideration grant, permit or enter into any waiver, amendment, extension, modification, refinancing, indulgence, compromise, settlement, subordination, discharge or release of: (i) any of the Obligations and notice any agreement relating to any of the Obligations, (ii) any obligations of any guarantor or proof other person or entity liable for payment or performance of reliance by the Administrative Agent or any Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document agreement relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, such obligations and (biii) any defense, set-off collateral or counterclaim (other than a defense of payment security or performance) which may at any time be available agreement relating to collateral or be asserted by the Loan Parties against the Administrative Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person security for any of the Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any Guarantorforegoing.
Appears in 2 contracts
Samples: Corporate Guarantee Agreement (Plexus Corp), Corporate Guarantee Agreement (Plexus Corp)
Guarantee Absolute and Unconditional. Each Guarantor waives The Company waives, to the fullest extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 2.14 or acceptance of the guarantee contained in this GuaranteeSection 2.14, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; Section 2.14 and all dealings between the Loan PartiesCompany or any Borrowing Subsidiary, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, shall likewise shall be conclusively presumed to have been had or consummated in full reliance upon the guarantee contained in this GuaranteeSection 2.14. Each Guarantor waives The Company waives, to the fullest extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person the Borrowing Subsidiaries with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Notenote, any other Loan Document or any other document relating to any ObligationsDocument, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrowing Subsidiaries against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrowing Subsidiaries for any of the Guaranteed Obligations, or of any Guarantor the Company under the guarantee contained in this GuaranteeSection 2.14, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantorthe Company, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrowing Subsidiaries or any other Person or against any collateral security or guarantee for any of the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrowing Subsidiaries or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrowing Subsidiaries or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. The guarantee contained in this Section 2.14 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors, permitted transferees and permitted assigns, until all the Guaranteed Obligations and the Secured Parties against obligations of the Company under this Section 2.14 shall have been satisfied and by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowing Subsidiaries may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Credit Agreement (Alberto Culver Co), Credit Agreement (Alberto Culver Co)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Company Obligations or Borrowing Subsidiaries Obligations, as applicable, and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantees contained in this Guarantee Section 2 or acceptance of the guarantees contained in this GuaranteeSection 2; the Company Obligations and the Borrowing Subsidiary Obligations, the Obligationsas applicable, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees contained in this GuaranteeSection 2; and all dealings between the Loan PartiesCompany or the Borrowing Subsidiaries, as applicable, and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees contained in this GuaranteeSection 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrowerthe Company or the Borrowing Subsidiaries, any other Guarantor as applicable or any other Person of the Guarantors with respect to the Company Obligations or the Borrowing Subsidiaries Obligations, as applicable. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Company Obligations or Borrowing Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Company or the Borrowing Subsidiaries, as applicable, or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Company or the Borrowing Subsidiaries, as applicable, or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party the Company for the Company Obligations or any other Person for any of the Borrowing Subsidiaries for the Borrowing Subsidiaries Obligations, as applicable, or of any such Guarantor under the guarantees contained in this GuaranteeSection 2, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company or the Borrowing Subsidiaries, as applicable, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Company Obligations or the Borrowing Subsidiary Obligations, as applicable, or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company or the Borrowing Subsidiaries, as applicable, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company or the Borrowing Subsidiaries, as applicable, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (First Solar, Inc.), Guarantee and Collateral Agreement (First Solar, Inc.)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Paxson Pledge Agreement (Paxson Communications Corp), Credit Agreement (Recoton Corp)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Lender or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on Borrower or any of the one hand, Guarantors and the Administrative Agent and Agent, the Secured Parties, on the other hand, Issuing Lender or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Notethe Notes, any other Loan Document or Credit Document, the Letters of Credit, any other document relating to any ObligationsInterest Rate Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Lender or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower, any of the Guarantors or any other Person against the Administrative Agent Agent, the Issuing Lender or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and and/or any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Subsidiary Guarantee (Stratus Technologies International Sarl), Parent Guarantee (Stratus Technologies International Sarl)
Guarantee Absolute and Unconditional. Each (a) To the fullest extent permitted by Applicable Law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, . All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between the Loan PartiesCompany and any of the other Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by Applicable Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to or upon any Borrowernonpayment, notice of acceptance and any other Guarantor notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other Person defense of the Company or any of the other Guarantors with respect to the ObligationsObligations (other than the defense that the Termination Date has occurred or release of such Guarantor in accordance with Section 12.13 of the Credit Agreement). Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother Credit Document, any other Loan Document Secured Cash Management Agreement, or any other document relating to any ObligationsSecured Hedging Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a the defense that the Termination Date has occurred or release of payment or performancesuch Guarantor in accordance with Section 12.13 of the Credit Agreement) which that may at any time be available to or be asserted by the Loan Parties Company against the Administrative Agent or any other Secured Party, Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Company or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Company for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instanceinstance (in each case, other than the occurrence of the Termination Date). When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Company or any Loan Party Guarantor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against any such Guarantor.
Appears in 2 contracts
Samples: Intercreditor Agreement (Avaya Holdings Corp.), Abl Security Agreement (Avaya Holdings Corp.)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent, any Co-Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent, the Co-Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower and the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, the Co-Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent, the Co-Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent, the Co-Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, the Co-Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party either Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, the Co-Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent, the Co-Agent and the Secured Parties against Lenders, and their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Case Corp), Revolving Credit Agreement (Case Credit Corp)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesSeller and the Guarantors, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Seller or any other Person Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Master Repurchase Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by the Loan Parties Seller against the Administrative Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or any Loan PartyGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Seller for any of the Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Seller or any other Person person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Seller or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Seller or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Agent and the Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Master Repurchase Agreement shall have expired or been terminated.
Appears in 2 contracts
Samples: Parent Guarantee (RAIT Financial Trust), Parent Guarantee (RAIT Financial Trust)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right fight of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother Credit Document, any other Loan Document Letter of Credit or any other document relating to any ObligationsHedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrowers or any other Guarantor against the Administrative Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.
Appears in 2 contracts
Samples: Guarantee (Rockwood Holdings, Inc.), Security Agreement (Rockwood Holdings, Inc.)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Secured other Guaranteed Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, . All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between the Loan PartiesCompany and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured other Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to or upon any Borrowernonpayment, notice of acceptance and any other Guarantor notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other Person defense of the Company or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Loan Agreement, any Note, any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured other Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Company against the Administrative Agent or any Secured Party, other Guaranteed Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Company or such Guarantor ) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Company for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured other Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Company or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured other Guaranteed Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured other Guaranteed Parties against any such Guarantor.
Appears in 2 contracts
Samples: Senior Unsecured (First Data Corp), First Data Corp
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, . All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between the Loan PartiesCompany and any of the Guarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to or upon any Borrowernonpayment, notice of acceptance and any other Guarantor notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other Person defense of the Company or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother Credit Document, any other Loan Document Letter of Credit, any Secured Cash Management Agreement, Secured Commodity Hedging Agreement or any other document relating to any ObligationsSecured Hedging Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Company against the Administrative Collateral Agent or any other Secured Party, Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Company or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Company for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Company or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against any such Guarantor.
Appears in 2 contracts
Samples: Credit Agreement (Energy Future Intermediate Holding CO LLC), Guarantee (Energy Future Holdings Corp /TX/)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person the Borrower with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Credit Agreement (Bear Island Finance Co Ii), Timberlands Pledge Agreement (Bear Island Finance Co Ii)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all obligations of the Guarantor under this Guarantee have been released pursuant to Section 11, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Bank or any Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee, Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent Agent, the Issuing Bank and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower and the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Article shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any Obligationsdocuments executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Bank or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Guarantor against the Administrative Agent Agent, the Issuing Bank or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this GuaranteeArticle, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent Agent, the Issuing Bank and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Agent, the Issuing Bank or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agent, the Issuing Bank or any Lender against the Guarantor. This Article shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent, the Issuing Bank and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by the occurrence of the Termination Date, and notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (MSC Industrial Direct Co Inc), Credit Agreement (MSC Industrial Direct Co Inc)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrowers and the Guarantor, on the one hand, and the Administrative Agent and the Secured Parties, Lender on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrowers or the Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Loan Agreement, any Note, or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrowers or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the Secured Parties against any Guarantorsuccessors and assigns thereof, and shall inure to the benefit of the Lender, and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full in cash.
Appears in 2 contracts
Samples: Loan Agreement and Forbearance Agreement (Diversified Corporate Resources Inc), Loan and Security Agreement (Diversified Corporate Resources Inc)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Administrative Agent or any Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee, Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 2; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, with respect to the Loan Documents likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Borrower Obligations, or of any such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy, insolvency bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the or any Secured Parties Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Chefford Master Manufacturing Co Inc), Guarantee and Collateral Agreement (UCI Holdco, Inc.)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on Borrower or the one hand, Guarantor and the Administrative Agent and the Secured Parties, on the other hand, or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or the Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, the Notes, any Noteof the Security Documents, any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and its respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Credit Agreement (Aavid Thermal Technologies Inc), Credit Agreement (Aavid Thermal Technologies Inc)
Guarantee Absolute and Unconditional. Each The CME Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between Borrower or the Loan PartiesCME Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The CME Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Borrower or the CME Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not of collection without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document Agreement or any other document relating to any ObligationsCredit Document, any of the Obligations Obligations, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured PartyLender, (c) whether or not any of the Obligations are from time to time reduced, or extinguished (cother than pursuant to Section 2(b) above), whether or not recovery may be or hereafter become barred by any statute of limitations or otherwise, and despite any arrangement or composition entered into in connection with any bankruptcy or other proceeding or (d) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower or the CME Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party Borrower from the Obligations or any other Person for any of the Obligations, or of any CME Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any the CME Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Loan Party Borrower, the CME Guarantor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party Borrower, the CME Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Borrower, the CME Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the CME Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CME Guarantor. For the purposes hereof “demand” shall include the commencement and the Secured Parties against continuance of any Guarantorlegal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Central European Media Enterprises LTD), Cme Guarantee (Central European Media Enterprises LTD)
Guarantee Absolute and Unconditional. (a) Each New Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and . The Obligations or any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between the Loan PartiesBorrower and any New Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each New Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each New Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any ObligationsCredit Document, any of the Obligations or or, if applicable, any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any Loan PartyNew Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any New Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any Guarantor.
Appears in 2 contracts
Samples: Guarantee (Intelsat S.A.), Guarantee (Intelsat S.A.)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any such Guarantor.
Appears in 2 contracts
Samples: Bridge Loan Agreement (General Electric Co), Year Credit Agreement (General Electric Co)
Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guarantee; and all dealings between Kimco and any of the Loan PartiesSubsidiary Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor Kimco or any other Person of the Subsidiary Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that this Subsidiary Guarantee shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Kimco or any Subsidiary Guarantor or other obligor in respect of any of the Loan Parties Obligations against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyKimco or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person Kimco for any of the Obligations, or of any such Subsidiary Guarantor under this Subsidiary Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Kimco or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Kimco or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Kimco or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any such Subsidiary Guarantor. This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations shall have been satisfied by payment in full in cash.
Appears in 2 contracts
Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesAffiliate Borrowers and the Guarantor, on the one hand, and the Administrative Agent Lender and the Secured PartiesAffiliate Borrowers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Affiliate Borrowers or the Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, the Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by the Loan Parties Affiliate Borrowers against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyAffiliate Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person Affiliate Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Affiliate Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Affiliate Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Affiliate Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to be benefit of the Lender, and its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Affiliate Borrowers, individually or collectively, may be free from any GuarantorObligations.
Appears in 2 contracts
Samples: Guarantee (U Haul International Inc), Credit Agreement (Amerco /Nv/)
Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeArticle X; and all dealings between the Loan PartiesCompany and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Foreign Subsidiary Borrowers or any other Person of the Subsidiary Guarantors with respect to the Subsidiary Obligations. Each Guarantor The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Foreign Subsidiary Borrower or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower or any Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Foreign Subsidiary Borrowers for any of the Subsidiary Obligations, or of any Guarantor the Company under this GuaranteeArticle X, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Foreign Subsidiary Borrowers, any Loan Party Subsidiary Guarantor or any other guarantor or any other Person or against any collateral security or guarantee for any of the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunderunder this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company under this Article X. For the purposes hereof “demand” shall include the commencement and the Secured Parties against continuance of any Guarantorlegal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Coach Inc), Credit Agreement (Coach Inc)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Article 2 or acceptance of the guarantee contained in this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeArticle 2. Each The Guarantor waives diligence, presentment, protest, demand for payment payment, notice of intent to accelerate, notice of acceleration and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person of the Subsidiary Guarantors with respect to the Guaranteed Obligations. Each The Guarantor understands and agrees that the guarantee contained in this Guarantee Article 2 shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability or perfection of the Credit Agreement, any Note, any other Loan Document Agreement or any other document relating to any ObligationsFinancing Document, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Collateral Agent or any Secured Party, (b) any defense, set-off or counterclaim whatsoever (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Guarantor or any other Person against the Administrative Collateral Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor, any Loan Subsidiary Guarantor or any other Credit Party) ), other than payment or performance, which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party the Guarantor or any other Person Subsidiary Guarantor for any of the Guaranteed Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Collateral Agent and any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Loan Party Subsidiary Guarantor or any other Person or against any collateral security or guarantee for any of the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or to make any Secured Party such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Subsidiary Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent against the Guarantor. For the purposes hereof “demand” shall include the commencement and the Secured Parties against continuance of any Guarantorlegal proceedings.
Appears in 2 contracts
Samples: Parent Guarantee Agreement (El Paso Corp/De), Parent Guarantee Agreement (El Paso Corp/De)
Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, modification, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, . All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, modified, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between the Loan PartiesBorrower and any of the other Guarantors, on the one hand, and the Administrative Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to or upon any Borrowernonpayment, notice of acceptance and any other Guarantor notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other Person defense of the Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother Credit Document, any other Loan Document or Letter of Credit, any other document relating to Secured Cash Management Agreement, any ObligationsSecured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrower or any other Guarantor against the Administrative Collateral Agent or any other Secured Party, Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the Borrower with respect to the Obligations, or of any such Guarantor under this GuaranteeGuarantee or the other Credit Documents, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent and the other Secured Parties against any such Guarantor.
Appears in 2 contracts
Samples: Guarantee (PRA Health Sciences, Inc.), Guarantee (PRA Health Sciences, Inc.)
Guarantee Absolute and Unconditional. Each (a) The New Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and . The Obligations or any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between the Loan PartiesBorrower and the New Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The New Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each The New Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any ObligationsCredit Document, any of the Obligations or or, if applicable, any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the New Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the New Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any Guarantor.
Appears in 2 contracts
Samples: Guarantee (Intelsat S.A.), Guarantee (Intelsat S.A.)
Guarantee Absolute and Unconditional. Each FNIS Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee the guarantee contained herein or acceptance of this Guarantee, the guarantee contained herein; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteethe guarantee contained herein; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantees contained herein and the Metavante Guaranty. Each FNIS Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Borrower Obligations. Each FNIS Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such FNIS Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Borrower Obligations, or of any such FNIS Guarantor under this Guaranteethe guarantee contained herein, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any FNIS Guarantor, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any FNIS Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Lender against any FNIS Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Metavante Technologies, Inc.)
Guarantee Absolute and Unconditional. Each To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee, Section 2 (such acceptance on the part of the Administrative Agent and the other Secured Parties being conclusively presumed by their request for this Agreement and delivery of the same to the Administrative Agent); the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 2; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2, to the fullest extent permitted by applicable law, shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, any other Loan Document Agreement or any other document relating to any ObligationsCredit Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Borrower Obligations, or of any such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Air Transport Services Group, Inc.), Guarantee and Collateral Agreement (Air Transport Services Group, Inc.)
Guarantee Absolute and Unconditional. Each Guarantor The Parent waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 10 or acceptance of the guarantee contained in this Guarantee, Section 10; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 10; and all dealings between any Borrower or the Loan PartiesParent, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 10. Each Guarantor The Parent waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrowers or any other Person the Parent with respect to the Obligations. Each Guarantor understands and agrees that The guarantee contained in this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, this Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower or the Parent) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person Borrower for any of the Obligations, or of any Guarantor the Parent under the guarantee contained in this GuaranteeSection 10, in bankruptcy, insolvency bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 10 against any Guarantorthe Parent, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrowers or any such other Person or of any such collateral security, guarantee 85 79 or right of offset, shall not relieve any Guarantor the Parent of any liability hereunderunder this Section 10, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any Guarantorthe Parent.
Appears in 2 contracts
Samples: Credit Agreement (Kirklands Inc), Credit Agreement (Kirklands Inc)
Guarantee Absolute and Unconditional. Each Guarantor The Parent waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 10 or acceptance of the guarantee contained in this Guarantee, Section 10; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 10; and all dealings between any Borrower or the Loan PartiesParent, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 10. Each Guarantor The Parent waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrowers or any other Person the Parent with respect to the Obligations. Each Guarantor understands and agrees that The guarantee contained in this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, this Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower or the Parent) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person Borrower for any of the Obligations, or of any Guarantor the Parent under the guarantee contained in this GuaranteeSection 10, in bankruptcy, insolvency bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 10 against any Guarantorthe Parent, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right light of offset, or any release of any such Loan Party the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Parent of any liability hereunderunder this Section 10, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any Guarantorthe Parent.
Appears in 1 contract
Samples: Credit Agreement (Kirklands Inc)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Mexican Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Mexican Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesMexican Borrowers or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Mexican Borrowers or any other Person guarantor with respect to the Mexican Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any Note, any Note or other Loan Document or any other document relating to any ObligationsDocument, any of the Mexican Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be EXHIBIT 4.36 (continued) available to or be asserted by the Loan Parties any Mexican Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance (other than a defense of payment or performance) whatsoever (with or without notice to or knowledge of any Loan Partythe Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrowers for any of the Mexican Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Mexican Borrower or any other Person or against any collateral security or guarantee for any the Mexican Obligations (including, without limitation, the guarantee of the Obligations US Borrower contained in Article XI of the Credit Agreement) or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Mexican Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Mexican Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, hereunder and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Mexican Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall have been terminated, notwithstanding that from time to time during the term of the Credit Agreement any GuarantorMexican Borrower may be free from any Mexican Obligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother Credit Document, any other Loan Document Letter of Credit or any other document relating to any ObligationsHedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any GuarantorHedge Agreement the Borrower may be free from any Obligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Bank or any Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee, Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent Agent, the Issuing Bank and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower and the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Article shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any Obligationsdocuments executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Bank or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Guarantor against the Administrative Agent Agent, the Issuing Bank or any Secured Lender, (c) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Obligations, by operation of law or otherwise, (d) any change in the corporate existence, structure or ownership of the Borrower or any other Credit Party liable for any of the Obligations, (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (cf) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this GuaranteeArticle, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent Agent, the Issuing Bank and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Agent, the Issuing Bank or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agent, the Issuing Bank or any Lender against the Guarantor. This Article shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent, the Issuing Bank and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by the occurrence of the Termination Date, and notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on Company or any of the one hand, Guarantors and the Administrative Agent and the Secured Parties, on the other hand, or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Company or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Term Loan Agreement, any Notethe Notes, any of the other Loan Document or any other document relating to any ObligationsCredit Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Company against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Company for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Company or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset set-off with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of any such Loan Party the Company or any such other Person or any such collateral security, guarantee or right of offsetset-off, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Term Loan Agreement the Company may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, endorses, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Company Obligations or the Canadian Borrower Obligations, as the case may be, and notice of or proof of reliance by the US Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this GuaranteeSection 2; the Company Obligations, the Canadian Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 2; and all dealings between either Borrower and any of the Loan PartiesGuarantors, on the one hand, and the US Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor either Borrower or any other Person of the Guarantors with respect to the Company Obligations or the Canadian Borrower Obligations, as the case may be. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Company Obligations or the Canadian Borrower Obligations, as the case may be, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the US Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties either Borrower against the US Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partyeither Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party either Borrower for the Company Obligations or any other Person for any of the Canadian Borrower Obligations, as the case may be, or of any such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the US Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Company Obligations or the Canadian Borrower Obligations, as the case may be, or any right of offset with respect thereto, and any failure by the US Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Borrower, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the US Administrative Agent and the Secured Parties or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Samples: Credit Agreement (Pierce Leahy Corp)
Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension creation or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon this Guarantee or acceptance of this Guarantee, ; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower or any Subsidiary Guarantor, on the one hand, and the Administrative Agent and the Secured Parties, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person Subsidiary Guarantor with respect to the Secured Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the value, genuineness, validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other person against the Administrative Agent or any Secured Party, (c) any substitution, release or exchange of any other guarantee of or security for the Secured Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any Loan PartySubsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the Borrower from its Secured Obligations, or of any Subsidiary Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent and or any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Loan Party or any other Person person or against any collateral security or guarantee for any of the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such other Loan Party or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such other Loan Party or any such other Person or person of any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Secured Party against such Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and the Secured Parties against continuance of any Guarantorlegal proceedings.
Appears in 1 contract
Samples: Guarantee (AOL Inc.)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Buyer upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesSellers and the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesBuyer, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Sellers or the Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document Repurchase Agreement or any other document relating to any ObligationsRepurchase Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyBuyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Sellers against the Administrative Agent or any Secured PartyBuyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Sellers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Sellers for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Sellers or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset setoff with respect thereto, and any failure by the Administrative Agent or any Secured Party Buyer to pursue such other rights or remedies or to collect any payments from any such Loan Party the Sellers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Sellers or any such other Person or any such collateral security, guarantee or right of offsetsetoff, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Buyer against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the Secured Parties against any Guarantorsuccessors and assigns thereof, and shall inure to the benefit of the Buyer, and its successors, indorsees, transferees and assigns, until all the Obligations have been satisfied or the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full.
Appears in 1 contract
Samples: Guarantee (Criimi Mae Inc)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice The obligations of the creationGuarantor under this Guarantee are absolute and unconditional, renewal, extension or accrual of any irrespective of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon this Guarantee or acceptance of this Guaranteevalue, the Obligationsgenuineness, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the obligations of the Borrowers under the Credit AgreementAgreement and, to the fullest extent permitted by applicable law, irrespective of any Noteother 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 5 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Borrowers, the Pledgors, any other Loan Document guarantors or any other document relating Credit Party or whether the Borrowers, the Pledgors, the other guarantors or any other Credit Party are joined in any such action or actions. The validity of this Guarantee, the obligations of the Guarantor hereunder and the Administrative Agent’s and the Lenders’ rights and remedies for the enforcement of the foregoing shall in no way be terminated, abated, reduced, released, modified, changed, discharged, diminished, affected, limited or impaired in any manner whatsoever by the happening from time to time of any Obligationsevent or condition of any kind whatsoever, including, without limitation, any of the Obligations following (and the Guarantor hereby waives any common law, equitable, statutory, constitutional, regulatory or other rights (including rights to notice) which the Guarantor might have as a result of or in connection with any other collateral security therefor of the following): (a) the assertion or guarantee or right of offset with respect thereto at any time or from time to time held non–assertion by the Administrative Agent or the Lenders of any Secured Party, (b) any defense, set-off of the rights or counterclaim (other than a defense of payment or performance) which may at any time be remedies available to or be asserted by the Loan Parties against the Administrative Agent or the Lenders pursuant to the provisions of the Credit Documents, the Mortgage Loan Documents or pursuant to any Secured PartyRequirement of Law; (b) the waiver by the Administrative Agent or the Lenders of, or the failure of the Administrative Agent or the Lenders to enforce, or the lack of diligence by the Administrative Agent or the Lenders in connection with, the enforcement of any of its rights or remedies under the Credit Documents, the Mortgage Loan Documents, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (c) the granting by the Administrative Agent or the Lenders of (or failure by the Administrative Agent or the Lenders to grant) any indulgence, forbearance, adjustment, compromise, consent, approval, waiver or extension of time; (d) the occurrence of any Default or Event of Default under the Credit Agreement, or the occurrence of any similar event (howsoever described) under any agreement or instrument referred to therein; (e) any delay, failure or inability of any Borrower, Pledgor, Guarantor or any other circumstance whatsoever (with or without notice to or knowledge Credit Party in respect of any Loan Partyof the Guarantee Obligations to perform, willful or otherwise, any provision of the Credit Agreement beyond any applicable cure periods; (f) which constitutesany action or failure to act by the Administrative Agent or the Lenders that adversely affects the Guarantor’s right of subrogation arising by reason of any performance by the Guarantor of this Guarantee; (g) any suit or other action brought by, or might be construed to constituteany judgment in favor of, an equitable any beneficiaries or legal discharge of creditors of, any Loan Borrower, Pledgor, Guarantor, other Credit Party or any other Person for any reason whatsoever, including any suit or action in any way disaffirming, repudiating, rejecting or otherwise calling into question any issue, matter or thing in respect of the Obligations, Credit Agreement; (h) any lack or limitation of status or of power, incapacity or disability of any Guarantor under this Guarantee, in bankruptcy, insolvency or in any other instance. When pursuing its rights and remedies hereunder against any GuarantorBorrower, the Administrative Agent and any Secured Party mayPledgor, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Guarantor or any other Person or against any collateral security or guarantee for Credit Party in respect of any of the Obligations or any right of offset with respect thereto, and any failure Guarantee Obligations; (i) the exercise by the Administrative Agent or any Secured Party to pursue such other rights the Lenders of or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or failure to exercise any such right so–called self–help remedies; (j) any act, omission or condition that might in any manner or to any extent vary, alter, increase, extend or continue the risk to the Guarantor or might otherwise operate as a discharge or release of offsetthe Guarantor under Requirements of Law; (k) any full or partial release or discharge of or accord and satisfaction with respect to liability for the Guarantee Obligations, or any release part thereof, of the Borrowers, the Guarantor, the Pledgors, any such Loan Party other Credit Party, any co–guarantors or any such other Person now or any such collateral securityhereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or right assure the payment of offsetthe Guarantee Obligations, shall not relieve or any Guarantor part thereof; (l) the impairment, modification, change, release, discharge or limitation of the liability of the Borrowers, the Guarantor, the Pledgors, any other Credit Party, any Obligor or any Person liable for or obligated on the Guarantee Obligations, or any of their estates in bankruptcy, resulting from or pursuant to the bankruptcy or insolvency of any liability hereunderof the foregoing or the application of the Insolvency Laws or of or any decision of any court of the United States or any state thereof; (m) any present or future Requirements of Law or order of any Governmental Authority (de jure or de facto) purporting to reduce, and shall not impair amend or otherwise affect the rights and remediesGuarantee Obligations or to vary any terms of payment, whether expresssatisfaction or discharge thereof; (n) the waiver, implied compromise, settlement, release, extension, acceleration, amendment, change, modification, substitution, replacement, reduction, increase, alteration, rearrangement, renewal or available as a matter termination of lawthe terms of the Guarantee Obligations, the Credit Documents, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any or all of the obligations, covenants or agreements of the Borrowers, the Pledgors, the other Credit Parties, the Obligors or any other Person under the Credit Documents or Mortgage Loan Documents (except by satisfaction in full of all Guarantee Obligations) or of the Guarantor under this Guarantee and/or any failure of the Administrative Agent or the Lenders to notify the Guarantor of any of the foregoing; (o) the extension of the time for satisfaction, discharge or payment of the Guarantee Obligations or any part thereof owing or payable by the Borrowers or any other Person under the Credit Documents or of the time for performance of any other obligations, covenants or agreements under or arising out of this Guarantee or the extension or renewal of any thereof; (p) any existing or future offset, claim or defense (other than payment in full of the Guarantee Obligations) of the Borrowers or any other Person against the Administrative Agent or the Lenders or against payment of the Guarantee Obligations, whether such offset, claim or defense arises in connection with the Guarantee Obligations (or the transactions creating same) or otherwise; (q) the taking or acceptance or the existence of any other guarantee of or collateral, security or Property for the Guarantee Obligations in favor of the Administrative Agent, the Lenders or any other Person specified in the Credit Documents or the enforcement or attempted enforcement of such other guarantee, collateral, security or Property; (r) any sale, lease, sublease or transfer of or Lien on all or a portion of the assets or Property of the Borrowers, the Pledgors, the Guarantor or any other Credit Party, or any changes in the shareholders, partners or members of the Borrowers, the Pledgors, the Guarantor or any other Credit Party, or any reorganization, consolidation or merger of the Borrowers, the Pledgors, the Guarantor or any other Credit Party; (s) any consolidation or amalgamation of the Borrowers, the Pledgors, the Guarantor or any other Credit Party with, any merger of the Borrowers, the Pledgors, the Guarantor or any other Credit Party with or into, or any transfer by the Borrowers, the Pledgors, the Guarantor or any other Credit Party of all or substantially all their assets to, another Person, any change in the legal or beneficial ownership of ownership interests issued by the Borrowers, the Pledgors, the Guarantor or any other Credit Party, or any other change whatsoever in the objects, capital structure, constitution or business of the Borrowers, the Pledgors, the Guarantor or any other Credit Party; (t) the invalidity, illegality or unenforceability of all or any part of the Guarantee Obligations, the Credit Documents, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents or any document or agreement executed in connection with the foregoing, for any reason whatsoever, including, without limitation, the fact that (1) the Guarantee Obligations, or any part thereof, exceeds the amount permitted by Requirements of Law or violates usury laws, (2) the act of creating the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations or any part of the foregoing is ultra xxxxx, (3) the officers or representatives executing the Mortgage Loan Documents or Credit Documents or otherwise creating the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations acted in excess of their authority, (4) the Borrowers, the Pledgors, any other Credit Party, any Obligor or any other Person has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guarantee Obligations wholly or partially uncollectible, (5) the creation, performance or repayment of the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations (or the execution, delivery and performance of any Credit Document, Mortgage Loan Document or document or instrument representing part of the Secured Parties against Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations or executed in connection with the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, or given to secure the repayment of the Guarantee Obligations, the Mortgage Assets or the other Collateral) is illegal, uncollectible or unenforceable or (6) any Mortgage Loan Document, any Credit Document or any other document, agreement or instrument has been forged or otherwise is irregular or not genuine or authentic; (u) any release, termination, sale, pledge, participation, transfer, surrender, exchange, subordination, deterioration, waste, loss or impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of the Collateral, the Pledged Collateral or any collateral, security or Property at any time existing in connection with, or assuring or securing payment of, all or any part of the Guarantee or the Guarantee Obligations; (v) the failure of the Administrative Agent, the Lenders or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of the Collateral, the Pledged Collateral or any other collateral, security or Property for the Guarantee or the Guarantee Obligations, including, but not limited to, any neglect, delay, omission, failure or refusal of the Administrative Agent or the Lenders (1) to take or prosecute any action for the collection of any of the Guarantee Obligations, the Pledged Collateral, any Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, (2) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose, upon any Collateral, the Pledged Collateral or any security, collateral or Property for the Guarantee or Guarantee Obligations, or (3) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guarantee Obligations; (w) the fact that the Collateral, the Pledged Collateral or any collateral, security, Property or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guarantee or the Guarantee Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien; (x) any payment by the Borrowers or any other Person to the Administrative Agent or the Lenders is held to constitute a preference under Insolvency Laws, or for any reason the Administrative Agent or the Lenders are required to refund such payment or pay such amount to any such Borrower or other Person; or (y) any event or action that would, in the absence of this Section 5, result in the full or partial release, discharge or relief of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guarantee or any other agreement, whether or not such event or action increases the likelihood that the Guarantor will be required to pay the Guarantee Obligations pursuant to the terms hereof or thereof and whether or not such event or action prejudices the Guarantor, it being the unambiguous and unequivocal intention of the Guarantor that the Guarantor shall be obligated to pay the Guarantee Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly or expressly described herein, which obligation shall be deemed satisfied only upon the full and final indefeasible payment and satisfaction of the Guarantee Obligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative any Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any Guarantor.
Appears in 1 contract
Samples: Claires Stores Inc
Guarantee Absolute and Unconditional. Each Guarantor waives waives, to the fullest extent permitted by law and except as otherwise provided for herein, any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee, Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 2; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives waives, to the fullest extent permitted by law and except as otherwise provided for herein, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, any other Loan Document Agreement or any other document relating to any ObligationsCredit Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Borrower Obligations, or of any such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Lender against any Guarantor.. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Citadel Broadcasting Corporation Guarantee and Collateral Agreement
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Citadel Broadcasting Corp)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Lender or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on Company or the one hand, Guarantor and the Administrative Agent and Agent, the Secured Parties, on the other hand, Issuing Lender or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Company or any other Person guarantor with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Notethe Notes, any other Loan Document or Credit Document, the Letters of Credit, any other document relating to Interest Rate Agreements, any Obligations, Foreign Currency Agreements any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Lender or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Company, the Guarantor or any other Person against the Administrative Agent Agent, the Issuing Lender or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person of the Company for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and and/or any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Company or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Company may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the its Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the its Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or the Guarantor or any other Person with respect to the its Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any Loan PartyGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, each of the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability 108 hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Obligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, the Borrower or any other Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party or the Borrower, any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any Guarantor.any
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Bank upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesBanks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Bank may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Bank to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability 24 hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Banks against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Agent and the Banks, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives The Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings dealings, between the Loan PartiesBorrower or the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives The Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to of upon the Borrower or upon any Borrower, any other Guarantor or any other Person the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any Guarantor the Guarantors under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any a Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunderhere-under, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Secured Parties against lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Samples: First Amended and Restated Guarantee (Ifco Systems Nv)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between each Borrower and the Loan PartiesGuarantors, on the one hand, and the Administrative Agent and the Secured PartiesLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor each Borrower or any other Person Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by the Loan Parties Borrowers against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or any Loan PartyGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrowers for any of the Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrowers or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lender against any Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to be benefit of the Lender and its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Bank upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, incurred and extended, amended or waived, and waived in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesBanks, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other either Borrower or the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) to the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any ObligationsCredit Document, any of the Obligations or any other collateral security therefor document or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties either Borrower against the Administrative Agent or any Secured PartyBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partyeither Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person either Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand or pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and or any Secured Party Bank may, but shall be under no obligation to, make a similar demand upon or pursue such rights and remedies as it may have against any Loan Party either Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Bank to make any such similar demand or to pursue such other rights or remedies or to collect any payments from any such Loan Party either Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party either Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any Guarantor.Banks. This Guarantee shall continue in full force and effect and be binding in
Appears in 1 contract
Samples: Credit Agreement (Mitchell Energy & Development Corp)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, and the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrowers or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother Credit Document, any other Loan Document Letter of Credit or any other document relating to any ObligationsHedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrowers against the Administrative Agent or any other Secured Party, Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrowers or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrowers for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrowers or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Samples: Us Guarantee (Jostens IH Corp.)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, Incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations (including as a result of the Incurrence of Incremental Facilities), and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurredIncurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the other Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, notice of protest, demand for payment and notice of default default, acceleration or nonpayment and any other notice to or upon any Borrower, the Borrower or any other Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother Credit Document, any other Loan Document Secured Hedging Agreement or any other document relating to any ObligationsSecured Cash Management Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any other Secured Party, (c) any default, failure or delay, willful or otherwise, in the performance of the Obligations by the Guarantors or (cd) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party maymay elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. To the fullest extent permitted by Applicable Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Hedging Agreement or Secured Cash Management Agreement the Credit Parties may be free from any Obligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The obligations of each Guarantor waives any under this Guarantee are absolute and all notice unconditional, irrespective of the creationvalue, renewalgenuineness, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the obligations of the Borrowers under the Credit AgreementAgreement and, to the fullest extent permitted by applicable law, irrespective of any Noteother 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 5 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Borrowers, the Pledgors, any other Loan Document Guarantors or any other document relating Credit Party or whether the Borrowers, the Pledgors, the other Guarantors or any other Credit Party are joined in any such action or actions. The validity of this Guarantee, the obligations of each Guarantor hereunder and the Administrative Agent’s and the Lenders’ rights and remedies for the enforcement of the foregoing shall in no way be terminated, abated, reduced, released, modified, changed, discharged, diminished, affected, limited or impaired in any manner whatsoever by the happening from time to time of any Obligationsevent or condition of any kind whatsoever, including, without limitation, any of the Obligations following (and each Guarantor hereby waives any common law, equitable, statutory, constitutional, regulatory or other rights (including rights to notice) which such Guarantor might have as a result of or in connection with any other collateral security therefor of the following): (a) the assertion or guarantee or right of offset with respect thereto at any time or from time to time held non–assertion by the Administrative Agent or the Lenders of any Secured Party, (b) any defense, set-off of the rights or counterclaim (other than a defense of payment or performance) which may at any time be remedies available to or be asserted by the Loan Parties against the Administrative Agent or the Lenders pursuant to the provisions of the Credit Documents, the Mortgage Loan Documents or pursuant to any Secured PartyRequirement of Law; (b) the waiver by the Administrative Agent or the Lenders of, or the failure of the Administrative Agent or the Lenders to enforce, or the lack of diligence by the Administrative Agent or the Lenders in connection with, the enforcement of any of its rights or remedies under the Credit Documents, the Mortgage Loan Documents, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (c) the granting by the Administrative Agent or the Lenders of (or failure by the Administrative Agent or the Lenders to grant) any indulgence, forbearance, adjustment, compromise, consent, approval, waiver or extension of time; (d) the occurrence of any Default or Event of Default under the Credit Agreement, or the occurrence of any similar event (howsoever described) under any agreement or instrument referred to therein; (e) any delay, failure or inability of any Borrower, Pledgor, Guarantor or any other circumstance whatsoever (with or without notice to or knowledge Credit Party in respect of any Loan Partyof the Guarantee Obligations to perform, willful or otherwise, any provision of the Credit Agreement beyond any applicable cure periods; (f) which constitutesany action or failure to act by the Administrative Agent or the Lenders that adversely affects any Guarantor’s right of subrogation arising by reason of any performance by such Guarantor of this Guarantee; (g) any suit or other action brought by, or might be construed to constituteany judgment in favor of, an equitable any beneficiaries or legal discharge of creditors of, any Loan Borrower, Pledgor, Guarantor, other Credit Party or any other Person for any reason whatsoever, including any suit or action in any way disaffirming, repudiating, rejecting or otherwise calling into question any issue, matter or thing in respect of the Obligations, Credit Agreement; (h) any lack or limitation of status or of power, incapacity or disability of any Guarantor under this Guarantee, in bankruptcy, insolvency or in any other instance. When pursuing its rights and remedies hereunder against any GuarantorBorrower, the Administrative Agent and any Secured Party mayPledgor, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Guarantor or any other Person or against any collateral security or guarantee for Credit Party in respect of any of the Obligations or any right of offset with respect thereto, and any failure Guarantee Obligations; (i) the exercise by the Administrative Agent or any Secured Party to pursue such other rights the Lenders of or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or failure to exercise any so–called self–help remedies; (j) any act, omission or condition that might in any manner or to any extent vary, alter, increase, extend or continue the risk to such right Guarantor or might otherwise operate as a discharge or release of offsetsuch Guarantor under Requirements of Law; (k) any full or partial release or discharge of or accord and satisfaction with respect to liability for the Guarantee Obligations, or any release part thereof, of the Borrowers, the Guarantors, the Pledgors, any such Loan Party other Credit Party, any co–guarantors or any such other Person now or any such collateral securityhereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or right assure the payment of offsetthe Guarantee Obligations, shall not relieve or any Guarantor part thereof; (l) the impairment, modification, change, release, discharge or limitation of the liability of the Borrowers, the Guarantors, the Pledgors, any other Credit Party, any Obligor or any Person liable for or obligated on the Guarantee Obligations, or any of their estates in bankruptcy, resulting from or pursuant to the bankruptcy or insolvency of any liability hereunderof the foregoing or the application of the Insolvency Laws or of or any decision of any court of the United States or any state thereof; (m) any present or future Requirements of Law or order of any Governmental Authority (de jure or de facto) purporting to reduce, and shall not impair amend or otherwise affect the rights and remediesGuarantee Obligations or to vary any terms of payment, whether expresssatisfaction or discharge thereof; (n) the waiver, implied compromise, settlement, release, extension, acceleration, amendment, change, modification, substitution, replacement, reduction, increase, alteration, rearrangement, renewal or available as a matter termination of lawthe terms of the Guarantee Obligations, the Credit Documents, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any or all of the obligations, covenants or agreements of the Borrowers, the Pledgors, the other Credit Parties, the Obligors or any other Person under the Credit Documents or Mortgage Loan Documents (except by satisfaction in full of all Guarantee Obligations) or of the Guarantors under this Guarantee and/or any failure of the Administrative Agent or the Lenders to notify the Guarantor of any of the foregoing; (o) the extension of the time for satisfaction, discharge or payment of the Guarantee Obligations or any part thereof owing or payable by the Borrowers or any other Person under the Credit Documents or of the time for performance of any other obligations, covenants or agreements under or arising out of this Guarantee or the extension or renewal of any thereof; (p) any existing or future offset, claim or defense (other than payment in full of the Guarantee Obligations) of the Borrowers or any other Person against the Administrative Agent or the Lenders or against payment of the Guarantee Obligations, whether such offset, claim or defense arises in connection with the Guarantee Obligations (or the transactions creating same) or otherwise; (q) the taking or acceptance or the existence of any other guarantee of or collateral, security or Property for the Guarantee Obligations in favor of the Administrative Agent, the Lenders or any other Person specified in the Credit Documents or the enforcement or attempted enforcement of such other guarantee, collateral, security or Property; (r) any sale, lease, sublease or transfer of or Lien on all or a portion of the assets or Property of the Borrowers, the Pledgors, the Guarantor or any other Credit Party, or any changes in the shareholders, partners or members of the Borrowers, the Pledgors, the Guarantors or any other Credit Party, or any reorganization, consolidation or merger of the Borrowers, the Pledgors, the Guarantors or any other Credit Party; (s) any consolidation or amalgamation of the Borrowers, the Pledgors, the Guarantors or any other Credit Party with, any merger of the Borrowers, the Pledgors, the Guarantors or any other Credit Party with or into, or any transfer by the Borrowers, the Pledgors, the Guarantors or any other Credit Party of all or substantially all their assets to, another Person, any change in the legal or beneficial ownership of ownership interests issued by the Borrowers, the Pledgors, the Guarantors or any other Credit Party, or any other change whatsoever in the objects, capital structure, constitution or business of the Borrowers, the Pledgors, the Guarantors or any other Credit Party; (t) the invalidity, illegality or unenforceability of all or any part of the Guarantee Obligations, the Credit Documents, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents or any document or agreement executed in connection with the foregoing, for any reason whatsoever, including, without limitation, the fact that (1) the Guarantee Obligations, or any part thereof, exceeds the amount permitted by Requirements of Law or violates usury laws, (2) the act of creating the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations or any part of the foregoing is ultra xxxxx, (3) the officers or representatives executing the Mortgage Loan Documents or Credit Documents or otherwise creating the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations acted in excess of their authority, (4) the Borrowers, the Pledgors, any other Credit Party, any Obligor or any other Person has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guarantee Obligations wholly or partially uncollectible, (5) the creation, performance or repayment of the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations (or the execution, delivery and performance of any Credit Document, Mortgage Loan Document or document or instrument representing part of the Secured Parties against Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations or executed in connection with the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, or given to secure the repayment of the Guarantee Obligations, the Mortgage Assets or the other Collateral) is illegal, uncollectible or unenforceable or (6) any Mortgage Loan Document, any Credit Document or any other document, agreement or instrument has been forged or otherwise is irregular or not genuine or authentic; (u) any release, termination, sale, pledge, participation, transfer, surrender, exchange, subordination, deterioration, waste, loss or impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of the Collateral, the Pledged Collateral or any collateral, security or Property at any time existing in connection with, or assuring or securing payment of, all or any part of the Guarantee or the Guarantee Obligations; (v) the failure of the Administrative Agent, the Lenders or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of the Collateral, the Pledged Collateral or any other collateral, security or Property for the Guarantee or the Guarantee Obligations, including, but not limited to, any neglect, delay, omission, failure or refusal of the Administrative Agent or the Lenders (1) to take or prosecute any action for the collection of any of the Guarantee Obligations, the Pledged Collateral, any Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, (2) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose, upon any Collateral, the Pledged Collateral or any security, collateral or Property for the Guarantee or Guarantee Obligations, or (3) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guarantee Obligations; (w) the fact that the Collateral, the Pledged Collateral or any collateral, security, Property or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guarantee or the Guarantee Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien; (x) any payment by the Borrowers or any other Person to the Administrative Agent or the Lenders is held to constitute a preference under Insolvency Laws, or for any reason the Administrative Agent or the Lenders are required to refund such payment or pay such amount to any such Borrower or other Person; or (y) any event or action that would, in the absence of this Section 5, result in the full or partial release, discharge or relief of such Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guarantee or any other agreement, whether or not such event or action increases the likelihood that such Guarantor will be required to pay the Guarantee Obligations pursuant to the terms hereof or thereof and whether or not such event or action prejudices such Guarantor, it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guarantee Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly or expressly described herein, which obligation shall be deemed satisfied only upon the full and final indefeasible payment and satisfaction of the Guarantee Obligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on Borrower or any of the one hand, Subsidiary Guarantors and the Administrative Agent and the Secured Parties, on the other hand, or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Subsidiary Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Subsidiary Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against such Subsidiary Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in full and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Article VIII or acceptance of the guarantee contained in this Guarantee, Article VIII; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeArticle VIII; and all dealings between the Loan PartiesBorrowers and the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle VIII. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person the Borrowers with respect to the Borrower Obligations, and any defense based on any illegality or lack of validity or enforceability of any Borrower Obligation, this Agreement or any related agreement or 56 instrument. Each The Guarantor understands and agrees that the guarantee contained in this Guarantee Article VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrowers or any other Person against the Administrative Agent or any Secured PartyLender, or (cb) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrowers for any of the Borrower Obligations, or of any the Guarantor under the guarantee contained in this GuaranteeArticle VIII, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Loan Party the Borrowers or any other Person or against any collateral security or guarantee for any of the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and the Secured Parties against continuance of any Guarantorlegal proceedings.
Appears in 1 contract
Samples: Credit Agreement (Eaton Vance Corp)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on Borrower or the one hand, Guarantor and the Administrative Agent and the Secured Parties, on the other hand, or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or the Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Notethe Notes, any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitment shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on Borrowers or any of the one hand, Guarantors and the Administrative Agent and the Secured Parties, on the other hand, or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrowers or any other Person of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Notethe Notes, any other Loan Document or Document, the Letters of Credit, any other document relating to any Hedging Agreements under which there are Guaranteed Obligations, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Loan Parties Party or any other person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partysuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the Obligations, or of any Guarantor under this GuaranteeParty, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and and/or any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against Homebase or any Loan Party member of the CCI Borrower Group or any other Person person or against any collateral security or guarantee for any of the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any GuarantorGuaranteed Obligations.
Appears in 1 contract
Samples: Supplemental Subsidiary Guarantee Agreement (Consolidated Communications Texas Holdings, Inc.)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all ------------------------------------ notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Samples: Agl Resources Inc
Guarantee Absolute and Unconditional. Each Guarantor waives waives, to the extent permitted by law and except as otherwise provided for herein, any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee, Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 2; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives waives, to the extent permitted by law and except as otherwise provided for herein, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or fraud) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Borrower Obligations, or of any such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to and each Guarantor waives any right to require the Administrative Agent or any Lender to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or against any assets of the Obligations Borrower or any Guarantor or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or assets or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Clearwire Corp)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower or any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document Agreement or any other document relating to any ObligationsCredit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the Borrower from the Obligations, or any of any Guarantor the Guarantors under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Samples: Credit Agreement (Time Warner Inc)
Guarantee Absolute and Unconditional. Each Guarantor Fujitsu waives any and all notice of the creation, renewal, extension extension, amendment, modification or accrual of any of the Fujitsu Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Company upon this Guarantee Fujitsu Guaranty or acceptance of this Guarantee, Fujitsu Guaranty; the Fujitsu Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteethe Fujitsu Guaranty; and all dealings between the Loan PartiesFujitsu Member and Fujitsu, on the one hand, and the Administrative Agent Company or AMD and the Secured PartiesAMD Member, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the Fujitsu Guaranty. Fujitsu Confidential treatment has been requested for portions of this Guaranteeexhibit. Each Guarantor waives diligence, presentment, protest, The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. agrees that (i) any notice provided under this Agreement to Fujitsu Member (including any demand for payment and or notice of default or nonpayment non payment) shall be deemed to constitute notice to Fujitsu for purposes hereof and (ii) any knowledge of Fujitsu Member shall be deemed knowledge of Fujitsu for purposes hereof. Nothing in this Article 12 shall be deemed to constitute a waiver of, or upon any Borrowerprevent Fujitsu from asserting, any other Guarantor or any other Person with respect valid defense that may be asserted by Fujitsu Member. Fujitsu waives to the Obligationsfullest extent permitted by Applicable Law any defense whatsoever to the performance of the Fujitsu Guaranteed Obligations that would not constitute a valid defense by Fujitsu Member (including, without limitation, any defense that may be derived from or afforded by Applicable Law that limits the liability of or exonerates guarantors or sureties). Each Guarantor Fujitsu understands and agrees that this Guarantee Fujitsu Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, any other Loan Document this Agreement or any other document relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties against the Administrative Agent or any Secured Partythis Article 12, or (cb) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyFujitsu Member or Fujitsu) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person Fujitsu Member for any of the Fujitsu Guaranteed Obligations, or of Fujitsu under the Fujitsu Guaranty in bankruptcy or any Guarantor under this Guarantee, in bankruptcy, insolvency or in any other instancesimilar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorFujitsu, the Administrative Agent and any Secured Party Company, AMD or AMD Member may, but shall be under no obligation to (and Fujitsu irrevocably and unconditionally waives to the fullest extent permitted by Applicable Law any right Fujitsu may have to require the Company or any other Person to, and any defense that may arise from the Company’s or any other Person’s failure to), make a similar demand on or otherwise pursue such rights and remedies as it may have against any Loan Party Fujitsu Member or any other Person or against any collateral security or guarantee guaranty for any of the Fujitsu Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or Company to make any Secured Party such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party Fujitsu Member or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of any such Loan Party Fujitsu Member or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve any Guarantor Fujitsu of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Company against Fujitsu. For the purposes hereof “demand” shall include the commencement and the Secured Parties against continuance of any Guarantorlegal proceedings.
Appears in 1 contract
Samples: Limited Liability Company (Advanced Micro Devices Inc)
Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantees contained in this Guarantee Article XI, or acceptance of the guarantee provisions of this GuaranteeArticle XI, the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the guarantees contained in this Guarantee; Article XI, and all dealings between the Loan PartiesCompany or any of the Guaranteed Borrowers, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees contained in this GuaranteeArticle XI. Each Guarantor The Company waives (to the extent permitted by law) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Company or any other Person of the Guaranteed Borrowers with respect to the Guaranteed Borrower Obligations. Each Guarantor understands and agrees that To the extent permitted by law, the guarantees contained in this Guarantee Article XI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, any other Loan Document this Agreement or any other document relating to any Obligationsof the documents executed in connection therewith, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any of the Loan Parties Guaranteed Borrowers against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any Loan Partyof the Guaranteed Borrowers) other than payment in full of the Guaranteed Borrower Obligations which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person a Guaranteed Borrower for any of the Guaranteed Borrower Obligations, or of any Guarantor the Company under the guarantees contained in this GuaranteeArticle XI, in bankruptcy, insolvency bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder against any Guarantorthe Company, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party of the Guaranteed Borrowers or any other Person or 76 71 against any collateral security or guarantee for any of the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party of the Guaranteed Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party of the Guaranteed Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any Guarantorthe Company.
Appears in 1 contract
Samples: Credit Agreement (Amerada Hess Corp)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower or any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document Agreement or any other document relating to any ObligationsCredit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any Loan PartyGuarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the Borrower from the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Primary Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Guaranteed Creditor upon the guarantee contained in this Guarantee Article II or acceptance of the guarantee contained in this Guarantee, Article II; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeArticle II; and all dealings between the Loan PartiesGrantors, on the one hand, and the Administrative Agent and the Secured PartiesGuaranteed Creditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeArticle II. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any the Borrower, any other Guarantor Person with Primary Obligations or any other Person of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Article II shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyGuaranteed Creditor, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower, any other Grantor or any other Person against the Administrative Agent or any Secured PartyGuaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, any Loan Partyother Person with Primary Obligations or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party the Grantors or any the other Person Subsidiaries for any of the Primary Obligations, or of any such Guarantor under the guarantee contained in this GuaranteeArticle II, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Secured Party Guaranteed Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Person with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for any of the Primary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Person with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Grantor with Primary Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Guaranteed Creditor against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Samples: Guaranty and Collateral Agreement (EV Energy Partners, LP)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations Liabilities and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee, Section 2; the ObligationsLiabilities, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; Section 2, and all dealings between any Borrower and any of the Loan PartiesGuarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives (a) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrowers or any Borrowerof the Guarantors with respect to the Liabilities, (b) notice of the existence or creation or non-payment of all or any of the Liabilities, and (c) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities. Agent or any Lender may, from time to time, at its sole discretion and without notice to any Guarantor (or any of them), take any or all of the following actions: (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors with respect to any of the Liabilities, (c) extend or renew any of the Liabilities for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any Guarantor or any obligation of any nature of any other obligor with respect to any of the Liabilities, (d) release any guaranty or right of offset or its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (e) resort to any Guarantor for payment of any of the Liabilities when due, whether or not Agent or such Lender shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against any other Guarantor or any other Person obligor primarily or secondarily obligated with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties against the Administrative Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any GuarantorLiabilities.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Multiband Corp)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrowers or the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrowers or any other Loan Parties Party against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrowers for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrowers or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on Borrowers or any of the one hand, Guarantors and the Administrative Agent and the Secured Parties, on the other hand, or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrowers or any other Person of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Notethe Notes, any other Loan Document or Document, the Letters of Credit, any other document relating to any Hedging Agreements under which there are Guaranteed Obligations, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Loan Parties Party or any other person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partysuch Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the Obligations, or of any Guarantor under this GuaranteeParty, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and and/or any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party or any other Person person or against any collateral security or guarantee for any of the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any GuarantorGuaranteed Obligations.
Appears in 1 contract
Samples: Guarantee Agreement (Consolidated Communications Illinois Holdings, Inc.)
Guarantee Absolute and Unconditional. Each Guarantor waives waives, to the fullest extent permitted by law and except as otherwise provided for herein, any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee, Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 2; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives waives, to the fullest extent permitted by law and except as otherwise provided for herein, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, any other Loan Document Agreement or any other document relating to any ObligationsCredit Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Borrower Obligations, or of any such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Citadel Broadcasting Corp)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on Company or the one hand, Guarantor and the Administrative Agent and the Secured Parties, on the other hand, or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Company or any other Person guarantor with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Notethe Term Loan Notes, any other Loan Document or any other document relating to any ObligationsCredit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Company, the Guarantor or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Company or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person of the Company for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and and/or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Loan Party the Company or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, and the Term Loan Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Company may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeArticle X; and all dealings between the Loan PartiesCompany, the Subsidiaries and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrowerthe Foreign Subsidiary Borrowers, any other Guarantor the Subsidiaries or any other Person of the Subsidiary Guarantors with respect to the Subsidiary Obligations. Each Guarantor The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Foreign Subsidiary Borrower, any Subsidiary or any other Person against the Administrative Agent or any Secured PartyLender or any Cash Management Bank or any Hedge Bank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower or any Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party the Foreign Subsidiary Borrowers or any other Person the Subsidiaries for any of the Subsidiary Obligations, or of any Guarantor the Company under this GuaranteeArticle X, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Foreign Subsidiary Borrowers or any, any Loan Party relevant Subsidiary, any Subsidiary Guarantor or any other guarantor or any other Person or against any collateral security or guarantee for any of the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party Foreign 104 #93177127v17 Subsidiary Borrower, any Subsidiary, any Subsidiary Guarantor or any such other guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Foreign Subsidiary Borrower, any Subisdiary, any Subsidiary Guarantor or any such other guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunderunder this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company under this Article X. For the purposes hereof “demand” shall include the commencement and the Secured Parties against continuance of any Guarantorlegal proceedings.
Appears in 1 contract
Samples: Credit Agreement (Tapestry, Inc.)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collection) without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Subsidiary against any Beneficiary, (b) the validity or enforceability of any Relevant Document against the Administrative Agent or any Secured PartySubsidiary, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of any Loan Partythe Subsidiary or the Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Subsidiary for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instanceinstance (other than a discharge of such Obligations through payment or performance). When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Subsidiary or any other Person person or entity or against any collateral security or guarantee guaranty for any of the Obligations or any right of offset with respect thereto, and any failure feature by the Administrative Agent or any Secured Party Beneficiary to pursue such other rights or remedies or to collect any payments from any such Loan Party the Subsidiary or any such other Person person or entity or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of any such Loan Party the Subsidiary or any such other Person person or entity or any such collateral security, guarantee guaranty or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Beneficiary against the Administrative Agent Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the Secured Parties against successors and assigns thereof, and shall inure to the benefit of the Beneficiaries, and their respective successors, transferees and assigns, until all of the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by payment and performance in full. The Guarantor further agrees to pay all expenses (including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by the Beneficiaries in enforcing any Guarantorrights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guarantee.
Appears in 1 contract
Samples: Trustee Parent Guarantee (Placer Sierra Bancshares)
Guarantee Absolute and Unconditional. Each The Guarantor ------------------------------------ waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party the Participants upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesLessor and the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesAgent, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Lessor or the Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document obligations of the Lessee or the Guarantor under the Lease or any other document relating to any ObligationsOperative Document, or of the Lessor under any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyAgent, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Lessor or the Lessee against the Administrative Agent or any Secured PartyAgent, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Lessor, the Lessee or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Lessor for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Lessor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Lessor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Lessor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the Secured Parties against extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Agent, and its successors, indorsees, transferees and assigns, until all the Obligations shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Lease the Lessor may be free from any Guarantor.Obligations, but subject to Section 2 hereof. ---------
Appears in 1 contract
Samples: Participation Agreement (Vitesse Semiconductor Corp)
Guarantee Absolute and Unconditional. Each Guarantor Holdings waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 9 or acceptance of the guarantee contained in this Guarantee, Section 9; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 9; and all dealings between the Loan PartiesBorrower or Holdings, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 9. Each Guarantor Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person Holdings with respect to the Obligations. Each Guarantor understands and agrees that The guarantee contained in this Guarantee Section 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, any other Loan Document this Agreement or any other document relating to any ObligationsCredit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or Holdings) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any Guarantor Holdings under the guarantee contained in this GuaranteeSection 9, in bankruptcy, insolvency bankruptcy or in any other instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 9 against any GuarantorHoldings, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Holdings of any liability hereunderunder this Section 9, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any GuarantorHoldings.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Secured Parties, Lender on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or the Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ac) the validity, regularity or enforceability of the Credit Loan Agreement, any Note, or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (bLender d) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (ce) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor until all the Obligations and the Secured Parties against any Guarantorobligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full in cash.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor The Lead Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeSection 11; and all dealings between the Loan PartiesLead Borrower, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeSection 11. Each Guarantor The Lead Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person the Designated Borrowers with respect to the Guaranteed Obligations. Each Guarantor The Lead Borrower understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or 216004669 enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Designated Borrower or any other Person against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Designated Borrowers for any of the Guaranteed Obligations, or of any Guarantor the Lead Borrower under this GuaranteeSection 11, in bankruptcy, insolvency bankruptcy or in any other instance, other than Payment in Full. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Lead Borrower, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Designated Borrowers or any Loan Party guarantor or any other Person or against any collateral security or guarantee for any of the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party Designated Borrower, any guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Designated Borrower, any guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Lead Borrower of any obligation or liability hereunderunder this Section 11, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Lead Borrower under this Section 11. For the purposes hereof “demand” shall include the commencement and the Secured Parties against continuance of any Guarantorlegal proceedings.
Appears in 1 contract
Samples: Credit Agreement (DSW Inc.)
Guarantee Absolute and Unconditional. Each Guarantor The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee, Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between the Loan PartiesForeign Subsidiary Borrowers and the Borrower, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person the Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Section 11 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Foreign Subsidiary Borrowers against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Foreign Subsidiary Borrowers or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Foreign Subsidiary Borrowers for any of the Obligations, or of any Guarantor the Borrower under this GuaranteeSection 11, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantorthe Borrower, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Foreign Subsidiary Borrowers or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Borrower. This Section 11 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Borrower and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrower under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each (a) The obligations of each Guarantor waives any under this Agreement are continuing, unconditional and all notice absolute and, without limiting the generality of the creationforegoing, will not be released, discharged, diminished, limited or otherwise affected by (and each Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, extension settlement, discharge, compromise, waiver, subordination or accrual release in respect of any CDN Borrower Obligation, security, Person or otherwise; (b) any modification or amendment of or supplement to the CDN Borrower Obligations, including any increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (c) any release, non-perfection or invalidity of any direct or indirect security for any CDN Borrower Obligation; (d) any change in the existence, structure, constitution, name, objects, powers, business, control or ownership of the Obligations and notice CDN Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the CDN Borrower or any other Person or its assets; (e) the existence of any claim, set off or proof other rights which any Guarantor may have at any time against the CDN Borrower, the CDN Administrative Agent, the Administrative Agent, any CDN Lender, or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity, illegality or unenforceability relating to or against the CDN Borrower or any provision of reliance applicable law or regulation purporting to prohibit the payment by the CDN Borrower of the principal or interest under the CDN Borrower Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the CDN Administrative Agent, the Administrative Agent or any Secured Party upon this Guarantee CDN Lender to payment of the CDN Borrower Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the CDN Borrower Obligations; (i) any defence arising by reason of any failure of the CDN Administrative Agent, the Administrative Agent or any CDN Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of all of the following: acceptance of this GuaranteeAgreement, partial payment or non-payment of all or any part of the ObligationsCDN Borrower Obligations and the existence, and any of them, shall conclusively be deemed to have been created, contracted or incurredcreation, or renewedincurring of new or additional CDN Borrower Obligations; (j) any defense arising by reason of any failure of the CDN Administrative Agent, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and or any CDN Lender to proceed against the Secured PartiesCDN Borrower or any other Person, to proceed against, apply or exhaust any security held from the CDN Borrower or any other Person for the CDN Borrower Obligations, to proceed against, apply or exhaust any security held from any Guarantor or any other Person for this Agreement or to pursue any other remedy in the power of the CDN Administrative Agent, the Administrative Agent or any CDN Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor's obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority, or other defense of the CDN Borrower or any other Person, or by reason of any limitation, postponement, prohibition on the other handCDN Administrative Agent's, likewise shall be conclusively presumed the Administrative Agent's or any CDN Lender's right to have been had payment of the CDN Borrower Obligations or consummated in reliance upon this Guarantee. Each Guarantor waives diligenceany part thereof, presentment, protest, demand for payment and notice or by reason of default or nonpayment to or upon the cessation from any Borrower, any other Guarantor cause whatsoever of the liability of the CDN Borrower or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity all or enforceability any part of the Credit AgreementCDN Borrower Obligations, or by reason of any act or omission of the CDN Administrative Agent, the Administrative Agent, any Note, any other Loan Document CDN Lender or others which directly or indirectly results in the discharge or release of the CDN Borrower or any other document relating to Person or all or any Obligations, any part of the CDN Borrower Obligations or any other collateral security therefor or guarantee therefor, whether by contract, operation of law or right otherwise; (m) any defense arising by reason of offset with respect thereto at any time or from time to time held failure by the CDN Administrative Agent, the Administrative Agent or any Secured PartyCDN Lender to obtain, perfect or maintain a perfected or prior (bor any) security interest in or lien or encumbrance upon any defenseproperty of the CDN Borrower or any other Person, set-off or counterclaim (other than a defense by reason of payment or performance) which may at any time be available to or be asserted by interest of the Loan Parties against CDN Administrative Agent, the Administrative Agent or any Secured PartyCDN Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or (c) any other circumstance whatsoever (with or without notice to or knowledge by reason of any Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of impairment by the Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency or in any other instance. When pursuing its rights and remedies hereunder against any GuarantorCDN Administrative Agent, the Administrative Agent and or any Secured Party mayCDN Lender of any right to recourse or collateral; (n) any defense arising by reason of the failure of the CDN Administrative Agent, but shall the Administrative Agent or any CDN Lender to xxxxxxxx any assets; (o) any defense based upon any failure of the CDN Administrative Agent, the Administrative Agent or any CDN Lender to give to the CDN Borrower or any Guarantor notice of any sale or other disposition of any property securing any or all of the CDN Borrower Obligations or any guarantee thereof, or any defect in any notice that may be under no obligation togiven in connection with any sale or other disposition of any such property, pursue or any failure of the CDN Administrative Agent, the Administrative Agent or any CDN Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such rights and remedies property, including any failure by the CDN Administrative Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with the CDN Borrower or other Person or any security, whether negligently or not, or any failure to do so; (q) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the CDN Borrower or any other Person, including any discharge of, or bar against collecting, any of the CDN Borrower Obligations, in or as it may have against a result of any Loan Party such proceeding; or (r) any other act or omission to act or delay of any kind by the CDN Borrower, the CDN Administrative Agent, the Administrative Agent, any CDN Lender, or any other Person or against any collateral security other circumstance whatsoever, whether similar or guarantee dissimilar to the foregoing, which might, but for the provisions of this Section 2.5, constitute a legal or equitable discharge, limitation or reduction of any Guarantor's obligations hereunder (other than the payment in full of all of the Obligations CDN Borrower Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or any right of offset with respect theretofailure to take action) by the CDN Administrative Agent, and any failure by the Administrative Agent or any Secured Party CDN Lender is to pursue such other rights destroy or remedies or diminish any Guarantor's subrogation rights, any Guarantor's right to collect proceed against the CDN Borrower for reimbursement, any payments Guarantor's right to recover contribution from any such Loan Party other guarantor or any such other Person right or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties against any Guarantorremedy.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative any Agent or any Secured Party Lender upon the guarantee contained in this Guarantee Section 10 or acceptance of the guarantee contained in this Guarantee, Section 10; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 10; and all dealings between the Loan Partiesany Group Member, on the one hand, and the Administrative Agent Lenders and the Secured PartiesAgents, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 10. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Borrower Obligations, notice of a Default or an Event of Default, notice of the amount of the Borrower Obligations (subject, however, to such Guarantor’s right to make inquiry of Administrative Agent to ascertain the amount of the Borrower Obligations at any reasonable time), notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder, any other notice or demand that any Guarantor may otherwise be entitled to receive, and the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof (and any act that shall defer or delay the operation of any statute of limitations applicable to the Borrower Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder (to the extent that the benefit of such statute of limitations may not be waived under applicable law)). Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a1) the validity, regularity validity or enforceability of the Credit Agreement, any Note, this Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, (b2) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties against the Administrative Agent Borrower or any Secured Partyother Person against any Lender or Agent, or (c3) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Borrower Obligations, or of any such Guarantor under the guarantee contained in this GuaranteeSection 10, in bankruptcy, insolvency bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative any Lender or Agent and any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative any Lender or Agent or to make any Secured Party such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any such Loan Party other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any such Loan Party other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative any Lender or Agent and the Secured Parties against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
Appears in 1 contract
Samples: Credit Agreement (American Real Estate Partners L P)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee, Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower and the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Article shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any Obligationsdocuments executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Guarantor against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this GuaranteeArticle, in bankruptcy, insolvency bankruptcy or in any other instance. Block Financial LLC Credit Agreement When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Article shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, any Other Representative or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower or the Guarantor, on the one hand, and the Administrative Agent Agent, the Other Representatives and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that To the extent permitted by law, this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, any Other Representative or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent Agent, any Other Representative or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) (other than payment in full of the Obligations) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent Agent, any Other Representative and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Agent, any Other Representative or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agent, any Other Representative or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Other Representatives and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until the payment in full of the Notes, the Reimbursement Obligations, the other Obligations then due and owing and the obligations of the Guarantor under this Guarantee then due and owing, the termination of the Commitments and the expiration, termination or return to the Issuing Lender of the Letters of Credit, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations, upon the occurrence of all of which this Guarantee shall, subject to paragraph 7 hereof, terminate.
Appears in 1 contract
Samples: Holding Guarantee (Raci Holding Inc)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee, the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrowers or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother Credit Document, any other Loan Document Letter of Credit or any other document relating to any ObligationsHedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Loan Parties Borrowers against the Administrative Agent or any other Secured Party, Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrowers or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrowers for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrowers or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Samples: Security Agreement (Rockwood Specialties Group Inc)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee, Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower and the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Article shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any Obligationsdocuments executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Guarantor against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this GuaranteeArticle, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Article shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations Guaranteed Obligations, and notice of or proof of reliance by the Administrative Agent Trustee or any Secured Party the Holders upon this Guarantee or acceptance of this Guarantee, the Guaranteed Obligations, and any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesIssuers and the Guarantor, on the one hand, and the Administrative Agent Trustee and the Secured PartiesHolders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Issuers or the Guarantor or any other Person with respect to the Guaranteed Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document Indenture or any other document relating to any Obligationsof the Senior Subordinated Notes, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Trustee or any Secured Partythe Holders, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Issuers against the Administrative Agent Trustee or any Secured Partythe Holders, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of any Loan Partythe Issuers or such Guarantor) which constitutesconstitute, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Issuers for any of the Guaranteed Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Trustee and/or the Holders may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against any Loan Party the Issuers or any other Person or against any collateral security or guarantee for any of the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Trustee or any Secured Party the Holders to pursue such other rights or remedies or to collect any payments from any such Loan Party the Issuers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Issuers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Trustee and/or the Holders against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Trustee, and its successors, indorsees, transferees and assigns, and the Secured Parties against Holders from time to time of the Senior Subordinated Notes until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Indenture the Issuers may be free from any GuarantorGuaranteed Obligations.
Appears in 1 contract
Samples: Remington Products Co LLC
Guarantee Absolute and Unconditional. Each Guarantor The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee, Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between the Loan PartiesForeign Subsidiary Borrowers and the Borrower, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each Guarantor The Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor or any other Person the Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Section 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Foreign Subsidiary Borrowers against the Administrative Agent or any Secured PartyLender, (c) any law, regulation, decree or order of any jurisdiction, or any other event, affecting the Obligations or any Lender's rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Dollar currency for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition 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; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the companies in such jurisdiction of any payment obligation under the Obligations; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (cd) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Foreign Subsidiary Borrowers or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Foreign Subsidiary Borrowers for any of the Obligations, or of any Guarantor the Borrower under this GuaranteeSection 12, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantorthe Borrower, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Foreign Subsidiary Borrowers or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Borrower. This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Borrower and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Borrower under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or the Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Purchase and Sale Agreement, any Note, any of the other Loan Document or any other document relating to any ObligationsTransaction Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or of performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to be benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated.
Appears in 1 contract
Samples: Fidelity Leasing Inc
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Noteother document, any other Loan Document instrument or any other document agreement relating to any the Secured Obligations, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Secured Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and any Lender against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and any Lender, and their respective successors, indorsees, transferees and assigns, until all the Secured Parties against Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorSecured Obligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor The Parent waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Parent Guarantee or acceptance of this Parent Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this Parent Guarantee; and all dealings between the Loan PartiesSubsidiary Borrowers or the Parent, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guarantee. Each Guarantor The Parent waives diligence, presentment, protest, notice of intent to accelerate, notice of acceleration, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor of the Subsidiary Borrowers or any other Person the Parent with respect to the Obligations. Each Guarantor understands and agrees that this This Parent Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off offset or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any of the Loan Parties Subsidiary Borrowers against the Administrative Agent or any Secured Party, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partyof the Subsidiary Borrowers or the Parent) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the ObligationsSubsidiary Borrowers for the Obligations of such Subsidiary Borrower, or of any Guarantor the Parent under this Parent Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When the Administrative Agent is pursuing its rights and remedies hereunder against any Guarantorthe Parent, the Administrative Agent and or any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Subsidiary Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, offset or any release of any such Loan Party Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Parent of any liability hereunderunder this Parent Guarantee, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any Guarantorthe Parent.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any such Guarantor.
Appears in 1 contract
Samples: Credit Agreement (Comcast Corp)
Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between any other Borrower and the Loan PartiesCompany, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor Borrower or any other Person the Company with respect to the Obligations. Each Guarantor The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Note, Note or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person such Borrower for any of the Obligations, or of any Guarantor the Company under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantorthe Company, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the applicable Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any liability hereunderunder this Article VIII, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against the Company. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Company under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement any GuarantorBorrower may be free from any Obligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Mexican Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Mexican Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesMexican Borrowers or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Mexican Borrowers or any other Person guarantor with respect to the Mexican Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any Note, any Note or other Loan Document or any other document relating to any ObligationsDocument, any of the Mexican Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Mexican Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance (other than a defense of payment or performance) whatsoever (with or without notice to or knowledge of any Loan Partythe Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrowers for any of the Mexican Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Mexican Borrower or any other Person or against any collateral security or guarantee for any the Mexican Obligations (including, without limitation, the guarantee of the Obligations US Borrower contained in Article XI of the Credit Agreement) or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Mexican Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Mexican Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, hereunder and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Mexican Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall have been terminated, notwithstanding that from time to time during the term of the Credit Agreement any GuarantorMexican Borrower may be free from any Mexican Obligations.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar International Corp)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Borrower or the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement any GuarantorBorrower may be free from any Obligations.
Appears in 1 contract
Samples: Guarantee (El Paso Energy Corp/De)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Bank or any Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee, Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent Agent, the Issuing Bank and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower and the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Article shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any Obligationsdocuments executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Bank or any Secured PartyLender, (b) any defense, set-off set‑off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Guarantor against the Administrative Agent Agent, the Issuing Bank or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this GuaranteeArticle, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent Agent, the Issuing Bank and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Agent, the Issuing Bank or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not FIRST AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 70 relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agent, the Issuing Bank or any Lender against the Guarantor. This Article shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent, the Issuing Bank and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by the occurrence of the Termination Date, and notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or the Guarantor or any other Person with respect to the Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Term Loan Agreement, any Note, any other Loan Document Term Note or any other document relating to any ObligationsFundamental Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against any the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full.
Appears in 1 contract
Samples: Term Loan Agreement (Cendant Corp)
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other 5 5 Borrower or the Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan PartyBorrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person Borrower for any of the Obligations, or of any the Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement any GuarantorBorrower may be free from any Obligations.
Appears in 1 contract
Samples: Guarantee (El Paso Energy Corp/De)
Guarantee Absolute and Unconditional. Each Guarantor waives The Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives The Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any of the other Person Subsidiary Guarantors or other guarantors with respect to the Obligations. Each Guarantor understands The Guarantors understand and agrees agree that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, or 509265-0507-14367-Active.16359742.5 any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, any Loan PartySubsidiary Guarantor or other guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, of any Subsidiary Guarantor under its Subsidiary Guarantee, or of any Guarantor under this Guaranteeother guarantor, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantorthe Guarantors, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower, any Loan Party other Subsidiary Guarantor, any other guarantor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower, other Subsidiary Guarantor or any such other guarantor or other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower, other Subsidiary Guarantor or any such other guarantor or other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against the Guarantors. 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 respective successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Samples: Credit Agreement (Coty Inc.)
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Guarantor the Borrower or any other Person of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, Agreement or any other Loan Document or any other document relating to any ObligationsDocument, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person the Borrower for any of the Obligations, or of any such Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party the Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Secured Parties Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any GuarantorObligations.
Appears in 1 contract
Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agents, the Paying Agent or any Secured Party Lender upon this Guarantee or acceptance of this Guarantee, ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Loan PartiesBorrower or the Guarantor, on the one hand, and the Administrative Agents, the Paying Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other the Borrower or Guarantor or any other Person with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note, any other Term Loan Document Agreement or any other document relating to any ObligationsCredit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agents, the Paying Agent or any Secured PartyLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties Borrower or any other Person against the Administrative Agents, the Paying Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrower or Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person for any of the Borrower from the Obligations, or of any Guarantor under this Guarantee, in bankruptcy, insolvency bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agents, the Paying Agent and any Secured Party Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Loan Party other Guarantor or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Agents or any Secured Party Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any such Loan Party the Borrower, Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party the Borrower, Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agents, the Paying Agent or any Lender against Guarantor. For the purposes hereof "demand" shall include the commencement and the Secured Parties against continuance of any Guarantorlegal proceedings.
Appears in 1 contract
Samples: Aol Time Warner Inc
Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Lender upon the obligations of the Guarantor under this Guarantee Agreement or acceptance of this Guarantee, guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this GuaranteeAgreement; and all dealings between the Loan PartiesBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this GuaranteeAgreement. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Borrower or the Guarantor or any other Person with respect to the Obligations. Each The obligations of the Guarantor understands and agrees that under this Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any Note, any other Loan Document or any other document relating to any Obligations, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Loan Parties any Borrower against the Administrative Agent or any Secured PartyLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Loan Partythe Borrowers or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party or any other Person Borrower for any of the Obligations, or of any the Guarantor under this GuaranteeAgreement, in bankruptcy, insolvency bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Loan Party Borrower or any other Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Secured Party Lender to pursue such other rights or remedies or to collect any payments from any such Loan Party Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any such Loan Party Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Guarantor. The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns thereof, and shall inure to the benefit of the Agent and the Secured Parties against Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any GuarantorObligations.
Appears in 1 contract
Samples: Credit Agreement (Providian Corp)
