Guarantee Unconditional Sample Clauses
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Guarantee Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by
(1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise;
(2) any modification or amendment of or supplement to the Indenture or any Note;
(3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note;
(4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under the Indenture; or
(6) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this ...
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety.
Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Security, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Indenture or any Security;
(c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Security;
(d) the existence of any claim, set off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Security or any other amount payable by the Company under the Indenture; or
(f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.
Guarantee Unconditional. Subject to Section 3.06 hereof, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Notes or this Guarantee Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor (other than termination or release pursuant to Section 3.13 hereof). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and agrees, subject to Section 3.13, that this Guarantee Agreement shall not be discharged except by payment in full of all the Guaranteed Obligations.
Guarantee Unconditional. Section 12.3. Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances.....................................................................66 Section 12.4. Subrogation...........................................................................66 Section 12.5. Waivers...............................................................................66 Section 12.6. Limit on Recovery.....................................................................66 Section 12.7. Stay of Acceleration..................................................................66 -iii- SECTION 13. MISCELLANEOUS.........................................................................67
Guarantee Unconditional. Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances
Guarantee Unconditional. Section 1.03. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances.............................2 Section 1.04. Waivers............................................................3 Section 1.05. Stay of Acceleration...............................................3
Guarantee Unconditional. The obligations of the Guarantor under this Article 2 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
Guarantee Unconditional. (a) This Guaranty is continuing in nature and shall be effective with respect to the full amount of all outstanding Obligations, now existing or hereafter made or extended, regardless of the amount. The Guarantor acknowledges and agrees that the number and amounts of outstanding Obligations may fluctuate from time to time hereafter, and that the Borrower may make payments to, and reborrow from, the Guaranteed Parties from time to time hereafter. The Guarantor expressly agrees that this Guaranty shall continue in full force and effect notwithstanding such fluctuations and payments, regardless of any invalidity of the underlying obligations and whether or not any Obligations are outstanding at any particular time, until the occurrence of the Facility Termination Date.
(b) The Guarantor hereby waives notice of the Guaranteed Parties' acceptance of this Guaranty and the creation, extension or renewal of the Revolving Credit or Letter of Credit Commitments, or of any Loan, Letter of Credit, Reimbursement Obligation or other Obligation. The Guarantor hereby consents and agrees that, at any time or times, without notice to or further approval from any Guarantor, and without in any way affecting the obligations of the Guarantor hereunder, the Guaranteed Party may, with or without consideration (i) release, compromise with, or agree not to ▇▇▇, in whole or in part, the Borrower, the Guarantor or any other obligor, guarantor, endorser or surety on any Loan, Letter of Credit, Reimbursement Obligation or other Obligation, (ii) renew, extend, accelerate, or increase or decrease the principal amount of any Revolving Credit or Letter of Credit Commitment, Loan, Letter of Credit, Reimbursement Obligation or other Obligation, either in whole or in part, (iii) amend, waive, or otherwise modify any of the terms of any Revolving Credit or Letter of Credit Commitment, Loan, Letter of Credit, Reimbursement Obligation or other Obligation, or of any Security Instrument, Loan Document, mortgage, deed to secure debt, deed of trust, security agreement, or other undertaking of the Borrower or any other obligor, endorser, guarantor or surety in connection with any Revolving Credit or Letter of Credit Commitment, Loan, Letter of Credit, Reimbursement Obligation or other Obligation, and (iv) apply any payment received from the Borrower or from any other obligor, guarantor, endorser or surety on any Loan, Reimbursement Obligation or other Obligation to any of the liabilities of the Borro...
