Guarantees 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 12.2.1 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; 12.2.2 any modification or amendment of or supplement to the Indenture or any Security; 12.2.3 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 Security; 12.2.4 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; 12.2.5 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 12.2.6 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 Section 12.2.6, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.
Appears in 6 contracts
Sources: Indenture (Embraer S.A.), Indenture (Embraer Netherlands Finance B.V.), Indenture (Embraer S.A.)
Guarantees Unconditional. The obligations of the each Guarantor hereunder are under its Loan Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture Borrower, any other Guarantor or any Securityother Person under any Loan Document, by operation of law or otherwise;
12.2.2 (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 Indenture Borrower, any other Guarantor or any Securityother Person under any Loan Document;
12.2.3 (d) any change in the corporate existence, structure or ownership of the CompanyBorrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, concurso mercantil, reorganization or other similar proceeding affecting the Company Borrower, any other Guarantor or its any other Person or any of their assets or any resulting release or discharge of any obligation of the Company contained in the Indenture Borrower, any other Guarantor or any Securityother Person under any Loan Document;
12.2.4 (e) the existence of any claim, set-off or other rights which the right that such Guarantor may have at any time against the CompanyBorrower, the Trustee any other Guarantor, any Lender Party or any other Person, whether in connection with the Indenture Loan Documents or any unrelated transactions, provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (f) any invalidity or unenforceability relating to or against the Company Borrower, any other Guarantor or any other Person for any reason of the Indenture or any SecurityLoan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by the Company of the principal of or interest on Borrower, any Security other Guarantor or any other amount payable by the Company under the IndenturePerson; or
12.2.6 (g) any other act or omission to act or delay of any kind by the CompanyBorrower, the Trustee any other Guarantor, any other party to any Loan Document, any Lender Party or any other Person Person, or any other circumstance whatsoever which that might, but for the provisions of this Section 12.2.6clause (g), constitute a legal or equitable discharge of or defense to such Guarantor’s obligations any obligation of any Guarantor hereunder.
Appears in 3 contracts
Sources: Loan Agreement (Vitro Sa De Cv), Loan Agreement (Vitro Sa De Cv), Loan Agreement (Vitro Sa De Cv)
Guarantees Unconditional. The obligations of the each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company Issuer under the Indenture or any Security, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the Indenture or any Security;
12.2.3 (c) any change in the corporate existence, structure or ownership of the CompanyIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company Issuer or its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Indenture or any Security;
12.2.4 (d) the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the CompanyIssuer, the Trustee Trustee, any other Guarantor 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;
12.2.5 (e) any invalidity invalidity, irregularity or unenforceability relating to or against the Company Issuer 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 Issuer of the principal of or interest on any Security or any other amount payable by the Company Issuer under the Indenture; or
12.2.6 (f) any other act or omission to act or delay of any kind by the CompanyIssuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 12.2.6paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (NBCUniversal Media, LLC), Indenture (Comcast Corp)
Guarantees Unconditional. The obligations of the each Subsidiary Guarantor hereunder are shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture any Obligor or any Securityother Person under any Loan Document, by operation of law or otherwise;
12.2.2 (ii) any modification or amendment of or supplement to the Indenture any Loan Document or any SecurityLetter of Credit;
12.2.3 (iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Obligor or any other Person under any Loan Document or with respect to any Letter of Credit;
(iv) any change in the corporate existence, structure or ownership of the Companyany Obligor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any Obligor or its any other Person or any of their respective subsidiaries or any of their respective assets or any resulting release or discharge of any obligation of the Company any Obligor or any other Person contained in the Indenture or any SecurityLoan Document;
12.2.4 (v) the existence of any claim, set-off or other rights which the such Subsidiary Guarantor may have at any time against the Company, the Trustee any other Obligor or any other PersonBank Party, whether in connection herewith or with the Indenture or any unrelated transactions, ; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (vi) any invalidity or unenforceability relating to or against the Company any Obligor or any other Person for any reason of the Indenture any Loan Document or any SecurityLetter of Credit, or any provision of applicable law or regulation purporting to prohibit the payment by the Company any Obligor or any other Person of the principal of or interest on any Security Loan, any Swingline Loan, any Note, any Swingline Note or any Reimbursement Obligation or any other amount payable by the Company any Obligor under the Indentureany Loan Document; or
12.2.6 (vii) any other act or omission to act or delay of any kind by the Companyany Obligor, the Trustee any Bank Party or any other Person party to any Loan Document, or any other circumstance whatsoever which might, but for the provisions of this Section 12.2.6Section, constitute a legal or equitable discharge of or defense to obligations of such Guarantor’s obligations Subsidiary Guarantor hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Foot Locker Inc), Credit Agreement (Foot Locker Inc)
Guarantees Unconditional. The obligations of the Guarantor Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by
12.2.1 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;
12.2.2 any modification or amendment of or supplement to the Indenture or any Security;
12.2.3 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 Security;
12.2.4 the existence of any claim, set-off or other rights which the Guarantor Guarantors 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;
12.2.5 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
12.2.6 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 Section 12.2.6, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (Gerdau Trade Inc.), Indenture (Gerdau S.A.)
Guarantees Unconditional. The Except as otherwise expressly provided herein, the obligations of the Guarantor hereunder are ORIX under its Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, will shall not be released, discharged or otherwise affected by:
12.2.1 (i) any extension, renewal, settlement, compromise, waiver waiver, discharge or release in respect of any obligation of the Company under the Indenture or any SecurityObligation, by operation of law or otherwise;
12.2.2 (ii) any modification discharge, release, impairment, non-perfection or amendment invalidity of any future direct or supplement to the Indenture or indirect security for any SecurityObligation;
12.2.3 (iii) any change in the corporate existence, structure or ownership of the CompanyORIX, OGC, or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company any ORIX, OGC, or its any other Person or any of their assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any SecurityGuaranteed Obligation hereunder;
12.2.4 (iv) the existence of any claim, set-off or other rights which the Guarantor right that ORG or ORIX may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, HL UK; provided that nothing herein prevents shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (v) any invalidity or unenforceability relating to or against the Company ORIX, OGC or any other Person for any reason of the Indenture or any Securityhereunder, or any provision of applicable law or regulation purporting to prohibit the payment of any Guaranteed Obligation by the Company of the principal of or interest on any Security ORIX, OGC or any other amount payable by the Company under the Indenture; orPerson;
12.2.6 (vi) any other act or omission to act or delay of any kind by the CompanyORIX, the Trustee OGC, HL UK or any other Person Person, or any other circumstance whatsoever which that might, but for the provisions of this Section 12.2.6clause (vi), constitute a legal or equitable discharge of or defense to such Guarantor’s obligations any obligation of ORIX hereunder.
Appears in 2 contracts
Sources: Cash Management Agreement (Houlihan Lokey, Inc.), Guarantee Agreement (Houlihan Lokey, Inc.)
Guarantees Unconditional. The obligations of the each Subsidiary Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by
12.2.1 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Company under the this Indenture or any Security, by operation of law or otherwise;
12.2.2 (b) any modification or amendment of or supplement to the this Indenture or any Security;
12.2.3 (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 this Indenture or any Security;
12.2.4 (d) the existence of any claim, set-off or other rights which the a Subsidiary Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
12.2.5 (e) any invalidity or unenforceability relating to or against the Company for any reason of the this 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 Note or any other amount payable by the Company under the this Indenture; or
12.2.6 (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 Section 12.2.6paragraph, constitute a legal or equitable discharge of or defense to such a Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Indenture (Evergreen Energy Inc)