Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 6 contracts
Samples: Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoLease. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporateLease, limited (ii) any release or discharge of Tenant in any bankruptcy, receivership or other similar proceedings, (iii) the impairment, limitation or modification of the liability company of Tenant or partnership structure the estate of Tenant in bankruptcy or existence of any Credit Party; remedy for the enforcement of Tenant's liability under the Lease, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Lease in any such proceedings, or the assignment or transfer of the Lease by Tenant, (eiv) promptnessany failure, diligenceomission or delay on the part of Landlord, notice to enforce, assert or exercise any right, power or remedy conferred on or available to Landlord in or by the Lease or this Guaranty, or any action on the part of acceptance and Landlord granting indulgence or extension in any other notice with respect form whatsoever or any invalidity, irregularity or unenforceability as to Tenant of all or any part of the Guaranteed Obligations or any security therefore, (v) the waiver by Landlord of the performance or observance by Tenant or Guarantor of any of the agreements, covenants, terms or conditions contained in the Lease or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving Tenant even if Tenant is a disappearing party in such transaction, (vii) the inability of Landlord or any Tenant to enforce any provision of the Lease for any reason, (viii) any change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (ix) any change in the ownership of all or any part of the member interests of Tenant, (x) the inability of Tenant to perform, or the release of Tenant or Guarantor from the performance of, any obligation, agreement, covenant, term or condition under the Lease or this Article XIV and Guaranty by reason of any requirement that Lender exhaust law, regulation or decree, now or hereafter in effect, (xi) any right or take any action against any other Credit Party merger of the leasehold estate of Tenant with the fee estate or any other Person or any Collateral; estate in the Leased Property, or (fxii) any disability or other circumstance (includingdefense of Tenant. Landlord and Tenant, without limitationnotice to or consent by Guarantor, may at any statute of limitations) time or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available totimes enter into such modifications, extensions, amendments, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance covenants with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure respect to the benefit ofLease as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of Tenant under the Lease as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 6 contracts
Samples: Property Lease Agreement (Brookdale Senior Living Inc.), Property Lease Agreement (Brookdale Senior Living Inc.), Property Lease Agreement (Brookdale Senior Living Inc.)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the timeGuaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, manner power or place of payment ofremedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or in modification, with or without consideration, any other term of, all guaranties with respect to the Guaranteed Obligations or any of the Guaranteed Obligationspart thereof, or any other amendment or waiver obligation of any Person with respect to the Guaranteed Obligations or any consent to departure from part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any Loan Documentpart thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any increase in source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations resulting from the extension of additional credit or to any Credit Party or otherwiseamounts which are not covered by this guaranty; (cg) any taking, exchange, release or non-perfection change in the ownership of any CollateralBorrower or the insolvency, bankruptcy or any takingother change in the legal status of any Borrower; (h) the change in or the imposition of any law, release decree, regulation or amendment other governmental act which does or waiver of might impair, delay or consent to departure from in any other guarantyway affect the validity, for all enforceability or any the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Borrower Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Borrower Guarantor's liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 5 contracts
Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Day Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Borrower Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section 11.03. It is agreed that each Borrower Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowers and the Administrative Agent and the Lenders.
Appears in 4 contracts
Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V), Assignment and Assumption (Chicago Bridge & Iron Co N V)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoAgreement Regarding Leases. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to or departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralfrom, or any takingtermination of, release or amendment or waiver of or consent to departure from any other guaranty, for all the Agreement Regarding Leases or any of the Guaranteed Obligations; Property Leases, (dii) any changerelease or discharge of ALS Holdings or any Alterra Lessee in any bankruptcy, restructuring receivership or termination other similar proceedings, (iii) the impairment, limitation or modification of the corporate, limited liability company of ALS Holdings or partnership structure the estate of ALS Holdings in bankruptcy or existence any Alterra Lessee or the estate of any Credit Party; Alterra Lessee in bankruptcy, or of any remedy for the enforcement of ALS Holdings' liability under the Agreement Regarding Leases, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Agreement Regarding Leases in any such proceedings, or the assignment or transfer of the Agreement Regarding Leases by ALS Holdings, (eiv) promptnessany failure, diligenceomission or delay on the part of PSLT-ALS Holdings to enforce, notice assert or exercise any right, power or remedy conferred on or available to PSLT-ALS Holdings in or by the Agreement Regarding Leases or this Guaranty, or any action on the part of acceptance and PSLT-ALS Holdings granting indulgence or extension in any other notice with respect form whatsoever or any invalidity, irregularity or unenforceability as to ALS Holdings of all or any part of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person security therefor, (v) the waiver by PSLT-ALS Holdings of the performance or observance by ALS Holdings or Guarantor of any of the agreements, covenants, terms or conditions contained in the Agreement Regarding Leases or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving ALS Holdings even if ALS Holdings ceases to exist as a result of (and is not the surviving party in) such transaction, (vii) the inability of PSLT-ALS Holdings or ALS Holdings to enforce any provision of the Agreement Regarding Leases for any reason, (viii) any change in the corporate relationship between ALS Holdings and Guarantor or any Collateral; or termination of such relationship, (fix) any other circumstance (including, without limitation, any statute change in the ownership of limitations) all or any existence part of or reliance on any representation by Lender that might otherwise constitute a defense available tothe membership interests in ALS Holdings, (x) the inability of ALS Holdings to perform, or a discharge the release of ALS Holdings or Guarantor from the performance of, any Credit Party obligation, agreement, covenant, term or condition under the Agreement Regarding Leases or this Guaranty by reason of any law, regulation or decree, now or hereafter in effect, or (xi) any disability or other guarantor or surety, other than the defense of paymentALS Holdings. This Article XIV is a continuing guaranty PSLT-ALS Holdings and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its termsALS Holdings, (b) be binding upon without notice to or consent by Guarantor, its successors and assigns and (c) inure may at any time or times enter into such modifications, extensions, amendments, or other covenants with respect to the benefit ofAgreement Regarding Leases as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of ALS Holdings under the Agreement Regarding Leases as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 4 contracts
Samples: Guaranty of Agreement (Brookdale Senior Living Inc.), Agreement (Brookdale Senior Living Inc.), Agreement (Provident Senior Living Trust)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoLease. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to or departure from from, or termination of, the Lease, (ii) any Loan Documentrelease or discharge of Tenant in any bankruptcy, includingreceivership or other similar proceedings, without limitation(iii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any increase in remedy for the Guaranteed Obligations enforcement of Tenant's liability under the Lease, resulting from the extension operation of additional credit to any Credit Party present or otherwise; future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Lease in any such proceedings, or the assignment or transfer of the Lease by Tenant, (civ) any takingfailure, exchangeomission or delay on the part of Landlord, release to enforce, assert or non-perfection of exercise any Collateralright, power or remedy conferred on or available to Landlord in or by the Lease or this Guaranty, or any takingaction on the part of Landlord granting indulgence or extension in any form whatsoever or any invalidity, release irregularity or amendment or waiver unenforceability as to Tenant of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any part of the Guaranteed Obligations or any security therefor, (v) the waiver by Landlord of the performance or observance by Tenant or Guarantor of any of the agreements, covenants, terms or conditions contained in the Lease or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving Tenant even if Tenant ceases to exist as a result of (and is not the surviving party in) such transaction, (vii) the inability of Landlord or Tenant to enforce any provision of the Lease for any reason, (viii) any change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (ix) any change in the ownership of all or any part of the membership interests in Tenant, (x) the inability of Tenant to perform, or the release of Tenant or Guarantor from the performance of, any obligation, agreement, covenant, term or condition under the Lease or this Article XIV and Guaranty by reason of any requirement that Lender exhaust law, regulation or decree, now or hereafter in effect, (xi) any right or take any action against any other Credit Party merger of the leasehold estate of Tenant with the fee estate or any other Person or estate in any Collateral; of the Leased Properties, or (fxii) any disability or other circumstance (includingdefense of Tenant. Landlord and Tenant, without limitationnotice to or consent by Guarantor, may at any statute of limitations) time or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available totimes enter into such modifications, extensions, amendments, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance covenants with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure respect to the benefit ofLease as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of Tenant under the Lease as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 4 contracts
Samples: Property Lease Agreement (Brookdale Senior Living Inc.), Property Lease Agreement (Brookdale Senior Living Inc.), Lease Guaranty (Brookdale Senior Living Inc.)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will Liabilities shall be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV shall be irrevocable, Guaranty is absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsLiabilities, the Loan Documents, or any other amendment or waiver of or any consent to departure from any of the terms of the Liabilities or any Loan Document, Document including, without limitation, any increase or decrease in the Guaranteed Obligations resulting from the extension rate of additional credit to any Credit Party or otherwiseinterest thereon; (cb) any takingrelease or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all or any of the Guaranteed ObligationsLiabilities or the Loan Documents; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any of the Liabilities or the Loan Documents; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of any of the corporate, limited liability company Liabilities or partnership structure or existence of any Credit Partythe Loan Documents; and (e) promptness, diligence, notice of acceptance and any other notice setoff, defense, or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) or circumstance whatsoever with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Liabilities or take any action against any other Credit Party the Loan Documents or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower or a Guarantor; and each Guarantor irrevocably waives the right to assert such defenses, set-offs or counterclaims in any Credit Party litigation or other proceeding relating to the Liabilities, the Loan Documents or the transactions contemplated thereby. To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses arising by reasons of (A) any “one action” or “anti-deficiency” law which would otherwise prevent the Administrative Agent or any Lender from bringing any action, including any claim for a deficiency, or exercising any other guarantor right or suretyremedy (including any right of set-off), other than against a Guarantor before or after the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective Administrative Agent’s or be reinstated, as the case may be, if at any time any payment such Lender’s commencement or completion of any foreclosure action, whether judicially, by exercise of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization power of Borrower or any other Credit Party sale or otherwise, all as though such payment had not been made. Guarantor hereby waives or (B) any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing other law which in nature and applies to all Guaranteed Obligations, whether existing now any other way would otherwise require any election of remedies by the Administrative Agent or in the futureany Lender.
Appears in 4 contracts
Samples: Credit Agreement (Harris Interactive Inc), Credit Agreement (Harris Interactive Inc), Credit Agreement (Harris Interactive Inc)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless it is a primary obligation of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights Whirlpool and not one of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any takingcollateral; (d) any release, release surrender, compromise, settlement, waiver, subordination or amendment modification, with or waiver without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or consent any part thereof, or any other obligation of any Person with respect to departure the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, for all bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or payment when due of the Guaranteed Obligations; (di) the failure of Whirlpool or any changeBorrowing Subsidiary to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which Whirlpool may have at any time against any Borrowing Subsidiary, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not Whirlpool shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (j) of this Section 4.03. It is agreed that Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that Whirlpool’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrowing Subsidiary of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between such Borrowing Subsidiary and the Administrative Agent and the Lenders.
Appears in 4 contracts
Samples: Long Term Credit Agreement (Whirlpool Corp /De/), Long Term Credit Agreement (Whirlpool Corp /De/), Assignment Agreement (Whirlpool Corp /De/)
Guaranty Absolute. Guarantor guarantees that authorizes Administrative Agent or any other Secured Party, either before or after any revocation hereof, without notice or demand and without lessening Guarantor’s liability under this Guaranty, from time to time: (a) to make one or more additional secured or unsecured loans to Borrower, to issue letters of credit and/or bankers acceptance drafts to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the Guaranteed Obligations will be paid strictly in accordance with the time for payment or other terms of the Loan Documents, regardless of Guaranteed Indebtedness or any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent part of the Guaranteed ObligationsIndebtedness, including increases and decreases of the rate of interest on the Guaranteed Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Guaranteed Indebtedness, and a separate action exchange, enforce, waive, fail or actions may be brought decide not to perfect, and prosecuted against release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to xxx, or deal with any one or more of the sureties of Borrower, endorsers, or other guarantors on any terms or in any manner Administrative Agent or any other guarantor Secured Party may choose; (e) to enforce determine how, when and what application of payments and credits shall be made on the Guaranteed Indebtedness; (f) to apply any proceeds it receives as a result of the foreclosure or other realization on any collateral for the Guaranteed Indebtedness to that portion, if any, of the Guaranteed Indebtedness not guaranteed hereunder or to any other indebtedness secured by such obligationscollateral, irrespective as Administrative Agent or any other Secured Party in its discretion may determine; (g) to sell, transfer, assign, or grant participations in all or any part of whether any action is brought against any Credit Party the Guaranteed Indebtedness; and (h) to assign or whether any Credit Party is joined transfer this Guaranty in any such action whole or actionsin part. The Guarantor further agrees that the liability of Guarantor under this Article XIV shall be irrevocable, Guaranty is absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or the Guaranteed Indebtedness; (ii) without being limited by the foregoing, any lack of validity validity, legality or enforceability of any Loan Document or all or any agreement or instrument relating theretopart of the Guaranteed Indebtedness; (biii) the failure of the Administrative Agent or any change in other Secured Party (A) to assert any claim or demand or to enforce any right or remedy against any party under the time, manner provisions of any of the Loan Documents or place of payment otherwise or (B) to exercise any right or remedy against any guarantor (including Guarantor) of, or in collateral securing, any obligations of Borrower or any other term Person; (iv) any reduction, limitation, impairment or termination of all or any part of the Guaranteed Indebtedness or the obligations of any guarantor (including Guarantor) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, all or any part of the Guaranteed Obligations, Indebtedness or the obligations of any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party guarantor (including Guarantor) or otherwise; , and (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Credit Party Borrower or any other guarantor surety or suretyguarantor, other than the defense of actual payment. This Article XIV is a continuing guaranty , performance and shall (a) remain in full force and effect until the indefeasible cash payment satisfaction in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureIndebtedness.
Appears in 4 contracts
Samples: Guaranty Agreement (Natural Grocers by Vitamin Cottage, Inc.), Pledge and Security Agreement (Natural Grocers by Vitamin Cottage, Inc.), Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations is a primary obligation of Guarantor under this Article XIV are independent and not merely one of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent, the LC Issuer and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of Borrower or the insolvency, for all bankruptcy or any other change in the legal status of Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) the failure of Guarantor or Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any change, restructuring other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or termination of this guaranty; (j) the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptnessclaim, diligence, notice of acceptance and setoff or other rights which Guarantor may have at any time against Borrower or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstance, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available toto a guarantor, including without limitation all defenses based on suretyship or a discharge of, impairment of collateral; all whether or not Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section. It is agreed that Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon by Borrower and the Administrative Agent, the LC Issuer and the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Vectren Corp), Assignment Agreement (Vectren Corp), Credit Agreement (Vectren Corp)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of the Borrower or the insolvency, bankruptcy or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against the Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section 11.03. It is agreed that the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by the Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 3 contracts
Samples: Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Finance Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Credit Other Loan Party or whether the Borrower or any Credit Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Loan Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent or other Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Other Loan Party to any Finance Party under the Finance Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any Credit Party or any other guarantor or surety, other than such Other Loan Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 3 contracts
Samples: Security Agreement (Albany Molecular Research Inc), Guaranty (Sbarro Express LLC), Guaranty (Verifone Systems, Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to or departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralfrom, or any takingtermination of, release or amendment or waiver of or consent to departure from any other guaranty, for all the Agreement Regarding Leases or any of the Guaranteed Obligations; Property Leases, (dii) any changerelease or discharge of SCT Holdings or any SCT Lessee in any bankruptcy, restructuring receivership or termination other similar proceedings, (iii) the impairment, limitation or modification of the corporate, limited liability company of SCT Holdings or partnership structure the estate of SCT Holdings in bankruptcy or existence any SCT Lessee or the estate of any Credit Party; SCT Lessee in bankruptcy, or of any remedy for the enforcement of SCT Holdings’s liability under the Agreement Regarding Leases, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Agreement Regarding Leases in any such proceedings, or the assignment or transfer of the Agreement Regarding Leases by SCT Holdings, (eiv) promptnessany failure, diligenceomission or delay on the part of VRLP to enforce, notice assert or exercise any right, power or remedy conferred on or available to VRLP in or by the Agreement Regarding Leases or this Guaranty, or any action on the part of acceptance and VRLP granting indulgence or extension in any other notice with respect form whatsoever or any invalidity, irregularity or unenforceability as to SCT Holdings of all or any part of the Guaranteed Obligations or any security therefor, (v) the waiver by VRLP of the performance or observance by SCT Holdings or Guarantor of any of the agreements, covenants, terms or conditions contained in the Agreement Regarding Leases or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving SCT Holdings even if SCT Holdings ceases to exist as a result of (and is not the surviving party in) such transaction, (vii) the inability of VRLP or SCT Holdings to enforce any provision of the Agreement Regarding Leases for any reason, (viii) any change in the corporate relationship between SCT Holdings and Guarantor or any termination of such relationship, (ix) any change in the ownership of all or any part of the membership interests in SCT Holdings, (x) the inability of SCT Holdings to perform, or the release of SCT Holdings or Guarantor from the performance of, any obligation, agreement, covenant, term or condition under the Agreement Regarding Leases or this Article XIV and Guaranty by reason of any requirement that Lender exhaust law, regulation or decree, now or hereafter in effect, (xi) any right or take merger of the leasehold estate of any action against any other Credit Party SCT Lessee with the fee estate or any other Person or estate in any Collateral; facility or (fxii) any disability or other circumstance (includingdefense of SCT Holdings. VRLP and SCT Holdings, without limitationnotice to or consent by Guarantor, may at any statute of limitations) time or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available totimes enter into such modifications, extensions, amendments, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance covenants with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure respect to the benefit ofAgreement Regarding Leases as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of SCT Holdings under the Agreement Regarding Leases as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 3 contracts
Samples: Guaranty of Agreement Regarding Leases (Ventas Inc), Guaranty of Agreement Regarding (Ventas Inc), Agreement (Ventas Inc)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless it is a primary obligation of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights Whirlpool and not one of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any takingcollateral; (d) any release, release surrender, compromise, settlement, waiver, subordination or amendment modification, with or waiver without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or consent any part thereof, or any other obligation of any Person with respect to departure the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent, the Fronting Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, for all bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or payment when due of the Guaranteed Obligations; (di) the failure of Whirlpool or any changeBorrowing Subsidiary to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which Whirlpool may have at any time against any Borrowing Subsidiary, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not Whirlpool shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section 4.03. It is agreed that Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that Whirlpool’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrowing Subsidiary of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between such Borrowing Subsidiary and the Administrative Agent and the Lenders.
Appears in 3 contracts
Samples: Assignment Agreement (Whirlpool Corp /De/), Assignment Agreement (Whirlpool Corp /De/), Assignment Agreement (Whirlpool Corp /De/)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the timeGuaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, manner power or place of payment ofremedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or in modification, with or without consideration, any other term of, all guaranties with respect to the Guaranteed Obligations or any of the Guaranteed Obligationspart thereof, or any other amendment or waiver obligation of any Person with respect to the Guaranteed Obligations or any consent to departure from part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any Loan Documentpart thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any increase in source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations resulting from the extension of additional credit or to any Credit Party or otherwiseamounts which are not covered by this guaranty; (cg) any taking, exchange, release or non-perfection change in the ownership of any CollateralBorrower or the insolvency, bankruptcy or any takingother change in the legal status of any Borrower; (h) the change in or the imposition of any law, release decree, regulation or amendment other governmental act which does or waiver of might impair, delay or consent to departure from in any other guarantyway affect the validity, for all enforceability or any the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Borrower Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that each Borrower Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Borrower Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. Guarantor Holdings guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any Secured Party with respect thereto. Holdings further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The obligations First Lien Obligations of Guarantor Holdings under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsFirst Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor Holdings to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of Guarantor Holdings under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor Holdings hereby irrevocably waives any rights, claims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: following (a) any lack of validity whether or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.Holdings has knowledge thereof):
Appears in 3 contracts
Samples: Intellectual Property Security Agreement (GMS Inc.), Intellectual Property Security Agreement (EWT Holdings I Corp.), First Lien Credit Agreement (Aleris Corp)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Obligor or the insolvency, for all bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which the Company may have at any time against any Obligor, or any other Person in connection herewith or an unrelated transaction; (ek) promptnessthe Administrative Agent's or any Lender's election, diligencein any case or proceeding instituted under chapter 11 of the Bankruptcy Code, notice of acceptance and the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (n) any other notice with respect circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (n) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/)
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Beneficiary with respect thereto. The obligations of the Guarantor under this Article XIV Guaranty are independent of of, but related to, the Guaranteed Obligations, Counterparty’s obligations under the Agreement and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit Party one or more of the parties constituting Counterparty or whether any Credit Party one or more of the parties constituting Counterparty is joined in any such action or actions. The Notwithstanding any provision to the contrary contained herein, Guarantor’s liability of Guarantor under this Article XIV hereunder shall be irrevocableand is specifically limited to payment obligations as expressly set forth in Section 1 above, absolute and unconditional irrespective ofin no event shall Guarantor be liable for the payment of consequential, andexemplary, in consideration equitable, loss of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating toprofits, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligationspunitive, or any other amendment special or waiver of or any consent to departure from any Loan Documentindirect damages, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralcosts, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentfees. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender by Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of Borrower one or any other Credit Party more of the parties constituting Counterparty or the Guarantor or otherwise, all as though such payment payments had not been made. The obligations of the Guarantor hereby waives under this Guaranty shall at all times rank at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness (actual or contingent) of the Guarantor, except as may be required by law. This Guaranty shall continue to be effective if one or more of the parties constituting Counterparty merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. This Guaranty is a continuing guaranty of the payment (and not of collection) by each of the parties constituting Counterparty of its obligations under the Agreement. In no event shall Guarantor’s liability to Beneficiary exceed Counterparty’s liability under the Agreement, notwithstanding the effect of the insolvency, bankruptcy or reorganization of Counterparty. The Guarantor agrees that its obligations under this Guaranty shall not be impaired, modified, changed, released or limited in any right to revoke this Article XIVmanner whatsoever by any impairment, and acknowledges that this Article XIV is continuing modification, change, release or limitation of the liability of one or more parties constituting Counterparty (or the estate in nature and applies to all Guaranteed Obligations, whether existing now bankruptcy of one or in more parties constituting Counterparty) resulting from the futureoperation of any present or future provision of the federal bankruptcy law or other similar statute.
Appears in 3 contracts
Samples: Supply Agreement, Supply Agreement, Supply Agreement
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any Secured Party with respect thereto. Each Guarantor further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The obligations First Lien Obligations of each Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsFirst Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any rights, claims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: following (a) any lack of validity whether or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though not such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.has knowledge thereof):
Appears in 3 contracts
Samples: First Lien Credit Agreement (Aleris Corp), Intellectual Property Security Agreement (EWT Holdings I Corp.), Intellectual Property Security Agreement (GMS Inc.)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order Requirement of Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Secured Parties with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against any Credit Borrower or any Other Loan Party or whether any Credit Borrower or any Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Loan Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Secured Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent or other Secured Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Other Loan Party to any Secured Party under the Loan Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on similar proceeding involving any representation by Lender that might otherwise constitute a defense available to, Borrower or a discharge of, any Credit Party or any other guarantor or surety, other than such Other Loan Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 3 contracts
Samples: Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrower will contract additional indebtedness for which Guarantor may be liable hereunder after Xxxxxxxx’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 3 contracts
Samples: Nutrition 21 Inc, Nutrition 21 Inc, Nutrition 21 Inc
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrowers with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrowers will contract additional indebtedness for which Guarantor may be liable hereunder after Borrowers’ financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not Borrowers have properly authorized incurring such additional indebtedness. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Agent or Lenders to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrowers shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Agent or Lenders or their assignees or any acceptance thereof or any release of any security by Agent or Lenders or their assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party the undersigned. Any amounts due from the undersigned to Agent or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and Lenders shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure Default Rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 3 contracts
Samples: Presstek Inc /De/, Presstek Inc /De/, Presstek Inc /De/
Guaranty Absolute. Each U.S. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or Finance Documents to the rights of Lender with respect theretofullest extent permitted by Law. The obligations of Guarantor the U.S. Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or separate actions may be brought and prosecuted against any other guarantor each U.S. Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against any Credit Other Loan Party or whether any Credit Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective ofguaranty of payment when due, andand not of collection, in consideration by each U.S. Guarantor, jointly and severally with each other U.S. Guarantor of the direct Guaranteed Obligations in each and indirect benefits from every particular. The obligations of each U.S. Guarantor hereunder are primary obligations concerning which each U.S. Guarantor is the financing arrangements contemplated herein enjoyed by such Guarantorprincipal obligor. The Secured Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each U.S. Guarantor hereby irrevocably waives hereunder shall not be subject to any defenses it reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any U.S. Guarantor may now or hereafter have in at any way relating totime against any Other Loan Party, any Agent or all other Secured Party or any other Person, whether in connection herewith or any unrelated transactions. Without limiting the generality of the following: (a) foregoing, each U.S. Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any lack Other U.S. Loan Party to any Secured Party under the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of validity a bankruptcy, insolvency, reorganization or enforceability similar proceeding involving any Other U.S. Loan Party. Each U.S. Guarantor has irrevocably and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Secured Parties, and the failure by any Other Loan Party or any other Person to sign this Agreement or a guaranty similar to this Agreement shall not discharge the obligations of any Loan Document or any agreement or instrument relating thereto; (b) any change in U.S. Guarantor hereunder. The irrevocable and unconditional liability of each U.S. Guarantor hereunder applies whether it is jointly and severally liable for the time, manner or place of payment of, or in any other term of, all or any entire amount of the Guaranteed Obligations, or only for a pro-rata portion, and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that such U.S. Guarantor may now or hereafter have against any Other Loan Party or any other amendment Person. This Agreement is and shall remain fully enforceable against each U.S. Guarantor irrespective of any defenses that any Other Loan Party may have or waiver assert in respect of or any consent to departure from any Loan Documentthe Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension failure of additional credit to any Credit Party or otherwise; (c) any takingconsideration, exchangebreach of warranty, release or non-perfection payment, statute of any Collateralfrauds, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender , accord and satisfaction and usury, except that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than U.S. Guarantor may assert the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash final payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 3 contracts
Samples: Credit Agreement (Masonite International Corp), Masonite International Corp, Masonite International Corp
Guaranty Absolute. Until the date that all Guaranteed Obligations have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the reasonable satisfaction of the respective Issuing Lender), all Hedging Arrangements with Swap Counterparties have been terminated or novated to a counterparty that is not a Secured Party, and all Commitments shall have terminated (such date being the “Termination Date”), each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Credit Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Administrative Agent, the Issuing Lenders, the Swing Line Lenders, any Lender, any Banking Service Provider or any Swap Counterparty with respect theretothereto but subject to Section 2(b) above. The obligations of each Guarantor under this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Person under the Credit Documents or in connection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against any other guarantor a Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit Party Guarantor or any other Person or whether any Credit Party Guarantor or any other Person is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andand each Guarantor, in consideration of to the direct and indirect benefits from the financing arrangements contemplated herein enjoyed extent not prohibited by such Guarantor. Guarantor applicable law, hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 3 contracts
Samples: Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, for all bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Borrowing Subsidiary to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrowing Subsidiary, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrowing Subsidiary of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowing Subsidiary and the Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Illinois Tool Works Inc), Credit Agreement (Illinois Tool Works Inc)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action Guaranty is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentof the terms of the Credit Agreement or the Obligations, includingincluding any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, without limitationor consent to departure from, any increase in the Guaranteed Obligations resulting from the extension of additional credit to other guaranty or support document, or any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Credit Agreement or the Obligations; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate, limited liability company Credit Agreement or partnership structure or existence of any Credit Partythe Obligations; (e) promptness, diligence, notice of acceptance and any other notice setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Credit Agreement or take any action against any the transactions contemplated thereby (other Credit Party or any other Person or any Collateral; or (fthan actual payment) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Credit Party Co-Borrower or the Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other guarantor prohibition or suretyevent, other than the defense in which case each Guarantor shall be unconditionally required to pay all amounts demanded of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full it hereunder prior to any determination of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination maximum liability of the Loan Agreement each Guarantor hereunder in accordance with its termsSection 2 and the recipient of such payment, (b) if so required by a court of competent jurisdiction by a final and non-appealable judgment, shall then be binding upon Guarantorliable for the refund of any excess amounts. If any such rebate or refund is ever required, its successors and assigns and (c) inure then subject to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment limitations of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwiseSection 2, all as though such payment had not been made. Guarantor hereby waives any right other Guarantors shall be fully liable for the repayment thereof to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremaximum extent allowed by applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Sanchez Energy Corp), Second Lien Term Credit Agreement (Sanchez Energy Corp)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now or hereafter have acquire in any way relating to, any or all of the following: (ai) any illegality, lack of validity or enforceability of any Obligation, (ii) any amendment, modification, acceleration, waiver or consent to departure from the terms of any Obligation of any Loan Document Party under any Loan Document, or any agreement renewal or instrument relating thereto; (b) any extension of the time or change in of the time, manner or place of payment ofpayment, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the any extension of additional credit to any Credit Party or otherwise; , (ciii) any taking, exchange, release or substitution, release, non-perfection or impairment of any Collateralcollateral securing payment of any Obligation, (iv) any change in the corporate existence, structure or ownership of any Borrower, or any takinginsolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or amendment discharge of any Obligation, (v) the existence of any claim, set-off or waiver of other rights that the Borrowers or consent to departure from such Guarantor may have at any other guaranty, for all time against the Administrative Agent or any of its affiliates, any Bank or any of its affiliates, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the Guaranteed Obligations; assertion of any such claim or other rights by separate suit or compulsory counterclaim, (dvi) any changelaw, restructuring regulation, decree or termination of the corporate, limited liability company or partnership structure or existence order of any Credit Party; (e) promptnessjurisdiction, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person event, affecting any term of any Obligation or Administrative Agent's or any CollateralBank's rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (fB) 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 (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any assets or its use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty), (vii) any claim that any Guarantor's obligations exceed or are more burdensome than those of the Borrowers; and (viii) any other circumstance (including, without limitation, any statute of limitationslimitations relating to a Borrower) or any existence of or reliance on any representation by Lender Administrative Agent or any Bank that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Credit Party Borrower or any Guarantor or any other guarantor or surety, other than . Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement foregoing, each Guarantor guarantees that it shall pay Administrative Agent strictly in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment express terms of any document or agreement evidencing any Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the Guaranteed Obligations jurisdiction where any Borrower or Guarantor is rescinded or must otherwise be returned principally located in effect from time to Lender time, or any other Person upon order, decree or regulation in the insolvency, bankruptcy or reorganization of jurisdiction where any Borrower or Guarantor is principally located. It is the intent of this Section 2 that each Guarantors' obligations hereunder are and shall be absolute and unconditional under any other Credit Party or otherwise, and all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futurecircumstances.
Appears in 2 contracts
Samples: Guaranty (Ensco PLC), Guaranty (Ensco PLC)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Obligor or the insolvency, for all bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Obligor, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (American National Can Group Inc), Credit Agreement (American National Can Group Inc)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsCredit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrowers with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrowers will contract additional indebtedness for which Guarantor may be liable hereunder after Borrowers’ financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not Borrowers have properly authorized incurring such additional indebtedness. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrowers shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsAgreement. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 2 contracts
Samples: MBC Funding Ii Corp., MBC Funding Ii Corp.
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoLease. The obligations liability and responsibilities of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, andshall not be subject to any counterclaim, in consideration of the direct setoff, or deduction and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be released, discharged, affected or impaired by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to or departure from from, or termination of, the Lease, (ii) any Loan Documentrelease or discharge of Tenant in any bankruptcy, includingreceivership or other similar proceedings, without limitation(iii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any increase in remedy for the Guaranteed Obligations enforcement of Tenant's liability under the Lease, resulting from the extension operation of additional credit to any Credit Party present or otherwise; future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Lease in any such proceedings, or the assignment or transfer of the Lease by Tenant, (civ) any takingfailure, exchangeomission or delay on the part of Landlord to enforce, release assert or non-perfection of exercise any Collateralright, power or remedy conferred on or available to Landlord in or by the Lease or this Guaranty, or any takingaction on the part of Landlord granting indulgence or extension in any form whatsoever or any invalidity, release irregularity or amendment or waiver unenforceability as to Tenant of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any part of the Guaranteed Obligations or any security therefor, (v) the waiver by Landlord of the performance or observance by Tenant or Guarantor of any of the agreements, covenants, terms or conditions contained in the Lease or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving Tenant even if Tenant ceases to exist as a result of (and is not the surviving party in) such transaction, (vii) the inability of Landlord or Tenant to enforce any provision of the Lease for any reason, (viii) any change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (ix) any change in the ownership of all or any part of the membership interests in Tenant, (x) the inability of Tenant to perform, or the release of Tenant or Guarantor from the performance of, any obligation, agreement, covenant, term or condition under the Lease or this Article XIV and Guaranty by reason of any requirement that Lender exhaust law, regulation or decree, now or hereafter in effect, (xi) any right or take any action against any other Credit Party merger of the leasehold estate of Tenant with the fee estate or any other Person or any Collateral; estate in the Leased Property, or (fxii) any disability or other circumstance (includingdefense of Tenant. Landlord and Tenant, without limitationnotice to or consent by Guarantor, may at any statute of limitations) time or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available totimes enter into such modifications, extensions, amendments, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance covenants with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure respect to the benefit ofLease as they may deem appropriate and Guarantor shall not be released thereby, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of Tenant under the Lease as so modified, extended or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureamended.
Appears in 2 contracts
Samples: Lease Guaranty (Provident Senior Living Trust), Lease Guaranty (Brookdale Senior Living Inc.)
Guaranty Absolute. (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the this Agreement and each other Loan DocumentsDocument, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Agent or any Lender with respect thereto. The obligations of each Guarantor under or in respect of the guarantee under this Article XIV VII (this “Guaranty”) are independent of the Guaranteed ObligationsObligations or any other obligations of the Company or any other Guarantor, as the case may be, under or in respect of this Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Company or any Credit Party Guarantor, as the case may be, or whether the Company or any Credit Party Guarantor, as the case may be, is joined in any such action or actions, and any failure by any Agent or any Lender to bring any such action, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Guarantor or any other Person or to realize upon any such guarantees or to exercise any rights of setoff or any release of the Company, any Guarantor or any other Person or guarantee or right of setoff, 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 any Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Credit Agreement (CSRA Inc.), Credit Agreement (CSRA Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This Guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this Guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which the Company may have at any time against any Obligor, or any other Person in connection herewith or an unrelated transaction; (ek) promptnessthe Administrative Agent’s or any Lender’s election, diligencein any case or proceeding instituted under chapter 11 of the Bankruptcy Code, notice of acceptance and the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender’s claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (n) any other notice with respect circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (n) of this paragraph. It is agreed that the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have (other than those defenses expressly provided for in this Guaranty) in any way relating to, to any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Agreement or any agreement or instrument relating theretothis Guaranty; (b) the entry into additional transactions, any change indulgences, concession, waiver or consent given to the Primary Obligor or any other changes in the amount of time, manner or place of payment of, or in any other term of, of any or all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or release, non-perfection of any Collateralperfection, realization or any taking, release or amendment or waiver application of or consent on any security (other than the requirement that the Counterparty use its reasonable best efforts to departure from any other guaranty, for all or any of realize upon and apply the Collateral to the Guaranteed ObligationsObligations as described in Paragraph 1 of this Guaranty); (d) any change, restructuring or termination in or of the corporate, limited liability company or partnership structure or existence of any Credit Partythe Primary Obligor; or (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or circumstances (f) any other circumstance (including, including without limitation, limitation any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, Guarantor or the Primary Obligor. The Guarantor agrees that the Counterparty may at any Credit Party time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, (i) change the time, manner or place of payment or any other guarantor or surety, other than the defense term of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its termsTransaction, (bii) be binding upon Guarantorexchange, its successors and assigns and release, or surrender any collateral for any other collateral, (ciii) inure enter into a written agreement with Primary Obligor or with any other party to the benefit Agreement or person liable thereunder, or interested therein, for the extension, renewal, payment, compromise, modification, waiver, discharge or release thereof, in whole or in part, of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective any Transaction without impairing or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke affecting this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureGuaranty.
Appears in 2 contracts
Samples: Telephone & Data Systems Inc /De/, United States Cellular Corp
Guaranty Absolute. (a) Subject to Section 1, the Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Loan Documentstheir terms, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any of the Guaranteed Parties with respect thereto. The (b) No invalidity, irregularity, voidability, voidness or unenforceability of, or default under, the Loan Agreement or any other Basic Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations of the Borrower, and the obligations of the Originators, the Servicer and any other Person (including any other guarantor under the Basic Documents), and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit Party other Person (including any other guarantor under the Basic Documents) or whether the Borrower or any Credit Party other Person (including any other guarantor under the Basic Documents) is joined in any such action or actions. (d) The liability of the Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (bi) any change in the time, manner manner, place or place terms of payment or performance of, and/or any change or in any other term extension of the time of payment, performance, renewal or alteration of, all or any part of the Guaranteed Obligations, any security therefor or any liability incurred directly or indirectly in respect thereof, or any other amendment or waiver of of, or any consent to a departure from the terms of, the Loan Agreement or any Loan other Basic Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party the Borrower or otherwise; (cii) any sale, taking, exchange, release or non-perfection of any Collateralrelease, surrender, or realization upon any takingproperty at any time pledged or mortgaged to secure, release or amendment or waiver of or consent to departure from any other guarantyhowsoever securing, for all or any of the Guaranteed Obligations, and/or any offset against, or failure to perfect, or continue the perfection of, any lien in any such property, or delay in the perfection of any such lien, or any amendment or waiver of, or consent to a departure from the terms of, any guaranty for all or any part of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against the Borrower or any other Person (including the Guarantor and any other guarantor under the Basic Documents); (iv) any settlement or compromise of any Guaranteed Obligation, any security therefor or any liability incurred directly or indirectly in respect thereof; (v) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any part of the Guaranteed Obligations or any other assets of the Borrower; (vi) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralBorrower; or (fvii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by Lender that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, any Credit Party this Guaranty and/or the obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other Person (including any other guarantor under the Basic Documents) of any of their respective obligations under or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full related to any of the Basic Documents. (e) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, remain unpaid. (bf) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon any time of the Guaranteed Parties for repayment or recovery of any amount or amounts received by such Guaranteed Party in payment or on account of any of the Guaranteed Obligations is rescinded and such Guaranteed Party repays all or must otherwise be returned to Lender part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over such Guaranteed Party or its property, or any other Person settlement or compromise of any such claim effected by such Guaranteed Party with any such claimant (including the Borrower), and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy notwithstanding any revocation hereof or reorganization the cancellation of Borrower any note or other instrument evidencing any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIVGuaranteed Obligation, and acknowledges that this Article XIV is continuing in nature the Guarantor shall be and applies remain liable to all the Guaranteed Obligations, whether existing now Parties hereunder for the amount so repaid or in recovered to the futuresame extent as if such amount had never originally been received by the Guaranteed Parties. Section 4.
Appears in 2 contracts
Samples: Limited Guaranty, sec.report
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action Guaranty is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentof the terms of the Credit Agreement or the Obligations, includingincluding any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, without limitationor consent to departure from, any increase in the Guaranteed Obligations resulting from the extension of additional credit to other guarantee or support document, or any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Credit Agreement or the Obligations; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate, limited liability company Credit Agreement or partnership structure or existence of any Credit Partythe Obligations; (e) promptness, diligence, notice of acceptance and any other notice setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Credit Agreement or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, the Borrower or other Guarantors and (f) any Credit Party claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other guarantor prohibition or suretyevent, other than the defense in which case each Guarantor shall be unconditionally required to pay all amounts demanded of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full it hereunder prior to any determination of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination maximum liability of the Loan Agreement each Guarantor hereunder in accordance with its termsSection 2 and the recipient of such payment, (b) if so required by a final non-appealable court of competent jurisdiction by a final and non-appealable judgment, shall then be binding upon Guarantorliable for the refund of any excess amounts. If any such rebate or refund is ever required, its successors and assigns and (c) inure all other Guarantors shall be fully liable for the repayment thereof to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremaximum extent allowed by applicable law.
Appears in 2 contracts
Samples: Security and Pledge Agreement (Magnum Hunter Resources Corp), Guaranty Agreement (Black Elk Energy Finance Corp.)
Guaranty Absolute. This Subsidiaries' Guaranty is a guaranty of payment and not of collectability and is in no way conditioned or contingent upon any attempt to collect from or enforce performance or compliance by the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually, fully and irrevocably to pay such amounts to the Purchaser hereunder as and when the same shall become due and payable, even if such failure or inability shall not constitute an "Event of Default" under any Financing Document, the Guarantors, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts (together with interest to the extent provided for under such Financing Document) to such Purchaser and to the holders of the Notes or other Persons entitled thereto under the terms of such Financing Document, in lawful money of the United States, at the place specified in the Note Purchase Agreement; and each Guarantor guarantees that hereby independently promises to pay to such Purchaser and to each holder of the Notes all amounts when due with respect to the Guaranteed Obligations will be to the extent not theretofore irrevocably duly paid strictly in accordance with by the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretoCompany. The obligations of each Guarantor under this Article XIV hereunder are independent of the Guaranteed Obligationsobligations of the Company under the Note Purchase Agreement and the Notes, and a separate action or actions proceeding may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of Guarantor whether any or not action is brought against any Credit Party the Company and whether or whether any Credit Party not the Company is joined in any such action or actionsproceeding. The Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, the liability of such Guarantor under this Article XIV Subsidiaries' Guaranty shall be irrevocable, absolute and unconditional unconditional, and shall not be affected or released in any way, irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Note Purchase Agreement (New York Restaurant Group Inc), Note Purchase Agreement (Smith & Wollensky Restaurant Group Inc)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Obligor or the insolvency, for all bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which the Company may have at any time against any Obligor, or any other Person in connection herewith or an unrelated transaction; (ek) promptnessthe Administrative Agent's or any Lender's election, diligencein any case or proceeding instituted under chapter 11 of the Bankruptcy Code, notice of acceptance and the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (n) any other notice with respect circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, or to a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and ; all whether or not the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) remain through (n) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Lanier Worldwide Inc), Credit Agreement (Lanier Worldwide Inc)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Bridge Loan Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Holders with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Other Credit Party or whether the Borrower or any Other Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Credit Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Holders shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Credit Party, the Collateral Agent or any Holder or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement that Lender exhaust any right or take any action against any other Other Credit Party to the Collateral Agent or any other Person Holder under the Bridge Loan Documents but for the fact that they are unenforceable or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any such Other Credit Party or any other guarantor or surety, other than Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Guaranty (WorldSpace, Inc), Guaranty (WorldSpace, Inc)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not merely one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the holders of Notes might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Company or the insolvency, for all bankruptcy or any other change in the legal status of the Company; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) the failure of any changeGuarantor or the Company to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which any Guarantor may have at any time against the Company or any other Person in connection herewith or an unrelated transaction; (ek) promptnesswithout limiting the foregoing, diligence, notice all defenses based on suretyship or impairment of acceptance and collateral; or (l) any other notice with respect circumstance, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available toto a guarantor, including all defenses based on suretyship or a discharge of, impairment of collateral; all whether or not any Credit Party Guarantor shall have had notice or knowledge of any other guarantor act or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (l) of this Section. It is agreed that each Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations not arising under this Section 18 at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations not arising under this Section 18 or any provision of any applicable law or regulation purporting to prohibit payment in full by the Company of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon by the Company and the holders of Notes.
Appears in 2 contracts
Samples: Vectren Corp, Vectren Utility Holdings Inc
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, for all bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Borrowing Subsidiary to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrowing Subsidiary, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrowing Subsidiary of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowing Subsidiary and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Crane Co /De/), Multicurrency Credit Agreement (Crane Co /De/)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not merely one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent, the LC Issuers and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Borrower or the insolvency, for all bankruptcy or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) the failure of any changeGuarantor or the Borrower to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which any Guarantor may have at any time against the Borrower or any other Person in connection herewith or an unrelated transaction; (ek) promptnesswithout limiting the foregoing, diligence, notice all defenses based on suretyship or impairment of acceptance and collateral; or (l) any other notice with respect circumstance, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available toto a guarantor, including all defenses based on suretyship or a discharge of, impairment of collateral; all whether or not any Credit Party Guarantor shall have had notice or knowledge of any other guarantor act or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (l) of this Section. It is agreed that each Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations not arising under this Article XIII at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations not arising under this Article XIII or any provision of any applicable law or regulation purporting to prohibit payment in full by the Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon by the Borrower and the Administrative Agent, the LC Issuers and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Finance Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Secured Parties with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Company or any Other Credit Party or whether the Company or any Other Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Credit Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Secured Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Credit Party, any Agent or other Secured Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement that Lender exhaust any right or take any action against any other Other Credit Party to any Secured Party under the Finance Documents but for the fact that they are unenforceable or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Company or a discharge of, any such Other Credit Party or any other guarantor or surety, other than Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Security Agreement (Be Aerospace Inc), Credit Agreement (Be Aerospace Inc)
Guaranty Absolute. Each Guarantor guarantees that the its Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, the Swing Line Lender, any Lender and/or any L/C Issuer with respect thereto. The obligations Obligations of each Guarantor under or in respect of this Article XIV XI are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Guaranteed Documents, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Article XI, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV XI shall be irrevocable, absolute and unconditional irrespective ofunconditional, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter have acquire in any way way, including relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Guaranteed Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of its Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Guaranteed ObligationsDocuments, or any other amendment or waiver of or any consent to departure from any Loan Guaranteed Document, including, without limitation, including any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Credit Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations[reserved]; (d) [reserved]; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Loan Party or any other Person or any Collateralof its Subsidiaries; or (f) any other circumstance (includingfailure of the Administrative Agent, without limitationthe Swing Line Lender, any statute Lender and/or any L/C Issuer to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of limitations) any other Loan Party now or hereafter known to such Administrative Agent, Swing Line Lender, Lender or L/C Issuer (each Guarantor waiving any existence duty on the part of or reliance on any representation by Lender that might otherwise constitute a defense available tothe Administrative Agent, or a discharge ofthe Swing Line Lender, any Credit Party Lender and/or any L/C Issuer to disclose such information); (g) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance surety with respect to its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.; or
Appears in 2 contracts
Samples: Credit Agreement (F&G Annuities & Life, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This Guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this Guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Obligor or the insolvency, bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which the Company may have at any time against any Obligor, or any other Person in connection herewith or an unrelated transaction; (ek) promptnessthe Administrative Agent's or any Lender's election, diligencein any case or proceeding instituted under chapter 11 of the Bankruptcy Code, notice of acceptance and the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (n) any other notice with respect circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (n) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Trimble Navigation LTD /Ca/), Credit Agreement (Trimble Navigation LTD /Ca/)
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Agent or the Lenders with respect thereto. The obligation of the Guarantor hereunder shall be to make prompt payment to the Agent, for the benefit of the Lenders, irrespective of any inability to convert any currency into the currency of payment of such Guaranteed Obligations, irrespective of any inability to transfer funds in the currency of payment of such Guaranteed Obligations to the place of payment therefor, it being the intent of this paragraph that the Guaranteed Obligations shall be absolute and unconditional under any and all circumstances. The obligations of the Guarantor under this Article XIV IX are independent irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor and, to enforce such obligationsthe fullest extent permitted by applicable law, irrespective of whether any action other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of the Guaranteed Obligations), it being the intent of this Article IX that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. This is brought against any Credit Party or whether any Credit Party a Guarantee of payment and not of collection and is joined in any such action or actionsintended to be and shall be construed as a continuing guarantee. The liability of the Guarantor under this Article XIV IX constitutes a primary obligation, and not a contract of surety, and shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of and the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documentsdocuments evidencing the same, regardless of any law regulation or order Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guarantied Parties with respect thereto. The obligations liability of the Guarantor under this Article XIV are independent Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guaranteed Guarantied Obligations, and a separate (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, any Specified Derivatives Contract, or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party inaction under or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective respect of, and, in consideration any Guarantied Document or any assignment or transfer of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: Guarantied Document; (ab) any lack of validity or enforceability of any Loan Guarantied Document or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Guarantied Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing to any of the Guarantied Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or non-perfection of any Collateralsurrender of, or realization on, any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or collateral securing any of the Guaranteed Guarantied Obligations; (d) any change, restructuring settlement or termination compromise of any of the corporateGuarantied Obligations, limited any security therefor, or any liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice party with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party Guarantied Obligations, or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full subordination of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned to Lender or the payment of any other Person upon liability of the insolvency, bankruptcy or reorganization of Borrower or any other Credit Loan Party; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor, the Borrower, any other Loan Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.any
Appears in 2 contracts
Samples: Equity Lifestyle Properties Inc, Equity Lifestyle Properties Inc
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guaranteed Finance Parties with respect thereto. The obligations of the Guarantor under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Credit Party other Group Obligor or whether the Borrower or any Credit Party other Group Obligor is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any other term ofand not of collection, all or any by the Guarantor of the Guaranteed Obligations in each and every particular. The obligations of the Guarantor hereunder are several from those of the other Group Obligors and are primary obligations concerning which the Guarantor is the principal obligor. The Guaranteed Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which the Guarantor may have at any time against any other Group Obligor or any Guaranteed Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Group Obligor to any Guaranteed Finance Party under the Guaranteed Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any Credit Party or any other guarantor or surety, other than such Group Obligor. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termsGuarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Guaranty Agreement (Hanover Insurance Group, Inc.), Hanover Insurance Group, Inc.
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. This Agreement is an absolute and unconditional guaranty of payment when due, and not of collection, by the Guarantor, of the Guaranteed Obligations in each and every particular. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of the Guarantor under this Article XIV are independent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which the Guarantor may have at any time against AHL, the Administrative Agent, any Finance Party or any other Person, whether in connection herewith or any unrelated transactions. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed ObligationsObligations and would be owed by AHL to any Finance Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, and a separate action reorganization or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionssimilar proceeding involving AHL. The Guarantor has irrevocably and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Finance Parties. The irrevocable and unconditional liability of the Guarantor under this Article XIV shall be irrevocable, absolute hereunder applies whether it is jointly and unconditional irrespective of, and, in consideration of severally liable for the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any entire amount of the Guaranteed Obligations, or only for a pro-rata portion, and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that the Guarantor may now or hereafter have against AHL or any other amendment Person. This Agreement is and shall remain fully enforceable against the Guarantor irrespective of any defenses that AHL may have or waiver assert in respect of or any consent to departure from any Loan Documentthe Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension failure of additional credit to any Credit Party or otherwise; (c) any takingconsideration, exchangebreach of warranty, release or non-perfection payment, statute of any Collateralfrauds, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender , accord and satisfaction and usury, except that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than Guarantor may assert the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash final payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 2 contracts
Samples: Guaranty (Athene Holding LTD), Guaranty (Athene Holding LTD)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. The obligations of each Guarantor under this Article XIV Agreement are independent of the Guaranteed ObligationsObligations of the Other Loan Parties, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against any Credit Other Loan Party or whether any Credit Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective ofguaranty of payment when due, andand not of collection, by each Guarantor, jointly and severally with each other Guarantor (subject, in consideration the case of Athene Life Re, to Section 2.01(d), and in the case of Athene Annuity Re, to Section 2.01(e)) of the direct Guaranteed Obligations in each and indirect benefits every particular. The obligations of each Guarantor hereunder are several from those of the financing arrangements contemplated herein enjoyed by such GuarantorOther Loan Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereby irrevocably waives hereunder shall not be subject to any defenses it reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may now or hereafter have in at any way relating totime against any Other Loan Party, the Administrative Agent, any Finance Party or all any other Person, whether in connection herewith or any unrelated transactions. Without limiting the generality of the following: foregoing, each Guarantor’s liability shall extend (asubject, in the case of Athene Life Re to Section 2.01(d), and in the case of Athene Annuity Re, to Section 2.01(e)) to all amounts that constitute part of the Guaranteed Obligations and would be owed by any lack Other Loan Party to any Finance Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of validity a bankruptcy, reorganization or enforceability similar proceeding involving any Other Loan Party. Each Guarantor has irrevocably and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Finance Parties, and the failure by any Other Loan Party or any other Person to sign this Agreement or a guaranty similar to this Agreement or otherwise shall not discharge the obligations of any Loan Document or any agreement or instrument relating thereto; (b) any change in Guarantor hereunder. The irrevocable and unconditional liability of each Guarantor hereunder applies whether it is jointly and severally liable for the time, manner or place of payment of, or in any other term of, all or any entire amount of the Guaranteed Obligations, or only for a pro-rata portion, and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that such Guarantor may now or hereafter have against any Other Loan Party or any other amendment Person. This Agreement is and shall remain fully enforceable against each Guarantor irrespective of any defenses that any Other Loan Party may have or waiver assert in respect of or any consent to departure from any Loan Documentthe Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension failure of additional credit to any Credit Party or otherwise; (c) any takingconsideration, exchangebreach of warranty, release or non-perfection payment, statute of any Collateralfrauds, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender , accord and satisfaction and usury, except that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than Guarantor may assert the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash final payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 2 contracts
Samples: Athene Holding LTD, Athene Holding LTD
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guaranteed Finance Parties with respect thereto. The obligations of the Guarantor under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against any Credit the Account Party or any other Group Obligor or whether the Account Party or any Credit Party other Group Obligor is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any other term ofand not of collection, all or any by the Guarantor of the Guaranteed Obligations in each and every particular. The obligations of the Guarantor hereunder are several from those of the other Group Obligors and are primary obligations concerning which the Guarantor is the principal obligor. The Guaranteed Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which the Guarantor may have at any time against any other Group Obligor or any Guaranteed Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Group Obligor to any Guaranteed Finance Party under the Guaranteed Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Account Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than such Group Obligor. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termsGuarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 2 contracts
Samples: Guaranty Agreement (Hanover Insurance Group, Inc.), Guaranty (Hanover Insurance Group, Inc.)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This Guaranty is a guarantee of payment and not of collection, is a primary obligation of the Loan Documents, regardless Parent and not merely one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitution for, the Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Obligations or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all part thereof or any of the Guaranteed Obligationsagreement relating thereto or with respect to any collateral; (d) any changerelease, restructuring surrender, compromise, settlement, waiver, subordination or termination of the corporatemodification, limited liability company with or partnership structure or existence without consideration, of any Credit Partycollateral, any other Guaranty with respect to the Obligations or any part thereof, or any other obligation of any Person with respect to the Obligations or any part thereof; (e) promptnessthe enforceability, diligencelegality or validity of the Obligations or any part thereof or the genuineness, notice enforceability, legality or validity of acceptance and any other notice agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Obligations, any part thereof or amounts which are not covered by this Article XII even though the Administrative Agent or any other Lender Party might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations and or to amounts which are not covered by this Article XIV XII; (g) any change in the corporate existence or structure of the Borrower or any other Loan Party or the insolvency, bankruptcy or any other change in the legal status of the Borrower or any other Loan Party; (h) change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations; (i) the failure of the Borrower or any other Loan Party to maintain in full force, validity or effect or to obtain or renew when required all governmental and any requirement that Lender exhaust any right other approvals, licenses or consents required in connection with the Obligations or this Article XII, or to take any other action required in connection with the performance of all obligations pursuant to the Obligations or this Article XII; (j) the existence of any claim, defense, deduction, recoupment, setoff or other rights which the Parent may have at any time against the Borrower, any other Credit Loan Party or any other Person in connection herewith or any Collateralan unrelated transaction; or (fk) any other circumstance (includingcircumstance, without limitationwhether or not similar to any of the foregoing, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor (including all defenses based on suretyship or a discharge of, impairment of collateral); all whether or not the Parent shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain in full force through (k) of this Section. It is agreed that the Parent’s liability hereunder is several and effect until the indefeasible cash payment in full independent of the Guaranteed Obligations and all any other amounts payable Guaranty or other obligations not arising under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if XII at any time in effect with respect to the Obligations or any payment part thereof and that the Parent’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any of the Guaranteed Obligations is rescinded such other Guaranty or must otherwise be returned to Lender other obligations not arising under this Article XII or any other Person upon provision of any applicable Law purporting to prohibit payment by the insolvency, bankruptcy or reorganization of Borrower or any other Credit Loan Party of the Obligations in the manner agreed upon by the Borrower and the other Loan Parties and the Administrative Agent or otherwiseany other Lender Party. This Guaranty is continuing, and shall remain in effect until all as though such payment had not Obligations have been madepaid in full. Guarantor The Parent hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies Guaranty as to all Guaranteed Obligations, whether existing now or in the futureany future transaction giving rise to any Obligation.
Appears in 1 contract
Samples: Credit Agreement (GrubHub Inc.)
Guaranty Absolute. Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with validity of this Guaranty and the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationshereunder shall in no way be terminated, and a separate action affected or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: impaired (a) any lack by reason of validity or enforceability the assertion by Lender of any Loan Document rights or any agreement remedies which it may have under or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and Loan Documents, against any requirement that Lender exhaust person obligated thereunder; (b) by reason of any failure to file or record any of such instruments or to take or perfect any security intended to be provided thereby; (c) by reason of the release or exchange of any collateral covered by the Security Instrument or other collateral for the Debt; (d) by reason of Lender's failure to exercise, or delay in exercising, any such right or remedy or any right or take any action remedy Lender may have hereunder or in respect to this Guaranty; (e) by reason of the commencement of a case under the Bankruptcy Code (hereafter defined) by or against any person obligated under the Note or the other Credit Party Loan Documents, or the death or dissolution of any other Person or any CollateralGuarantor; or (f) by reason of any payment made on the Debt, whether made by Borrower or Guarantor or any other circumstance (includingperson, without limitationwhich is required to be refunded pursuant to any bankruptcy or insolvency law; it being understood that no payment so refunded shall be considered as a payment of any portion of the Debt, any statute nor shall it have the effect of limitations) or any existence reducing the liability of or reliance on any representation by Lender Guarantor hereunder. It is further understood, that might otherwise constitute a defense available toif Borrower shall have taken advantage of, or a discharge be subject to the protection of, any Credit Party provision in the Bankruptcy Code, the effect of which is to prevent or delay Lender from taking any other guarantor remedial action against Borrower, including the exercise of any option Lender has to declare the Debt due and payable on the happening of any default or surety, other than event by which under the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full terms of the Guaranteed Obligations Note or the other Loan Documents the Debt shall become due and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its termspayable, (b) be binding upon Lender may, as against Guarantor, nevertheless, declare the Debt due and payable and enforce any or all of its successors rights and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. remedies against Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureprovided for herein.
Appears in 1 contract
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement and/or any other document, regardless of instrument or agreement creating or evidencing the Obligations except as otherwise provided by any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrower will contract additional indebtedness for which Guarantor may be liable hereunder after Xxxxxxxx’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Lone Star Value Management LLC
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV hereunder shall be irrevocableunconditional and shall not be subject to any reduction, absolute and unconditional irrespective oflimitation, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives impairment or termination for any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentreason, including, without limitation, any increase in claim of waiver, release, settlement, surrender, alteration or compromise, and shall not be subject to any defense or set off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Note Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any . Without limiting the generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination the obligations of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice each Guarantor hereunder with respect to any of the Note Guaranteed Obligations shall not be discharged or impaired or otherwise affected by and no Guarantor shall be entitled to raise as a defense the failure of any Purchaser to assert any claim or demand or to enforce any remedy under this Article XIV and any requirement that Lender exhaust any right Agreement, the Notes, or take any action against under any other Credit Party guaranty or any other Person agreement, by any waiver or modification of any Collateral; provision thereof, by any default, failure or (f) delay, willful or otherwise, in the performance of any Note Guaranteed Obligations, or by any other circumstance (including, without limitation, any statute of limitations) act or any existence of omission which may or reliance on any representation by Lender that might otherwise constitute a defense available to, in any manner or to any extent vary the risk or reduce or extinguish the liability of such Guarantor or otherwise operate as a discharge of, any Credit Party of such Guarantor as a matter of law or any other guarantor or surety, other than the defense of paymentequity. This Article XIV is Each Guarantor further agrees that its guaranty shall be a continuing guaranty and shall (a) remain in stand as a guaranty of full force and effect until the indefeasible cash final payment in full and performance of the all Note Guaranteed Obligations hereunder from time to time and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any payment part thereof, of principal or interest on any of the Note Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person by the Purchasers upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Note Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Securities Purchase Agreement (Loud Technologies Inc)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless it is a primary obligation of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights Whirlpool and not one of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any takingcollateral; (d) any release, release surrender, compromise, settlement, waiver, subordination or amendment modification, with or waiver without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or consent any part thereof, or any other obligation of any Person with respect to departure the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrowing Subsidiary or the insolvency, for all bankruptcy or any other change in the legal status of any Borrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or payment when due of the Guaranteed Obligations; (di) the failure of Whirlpool or any changeBorrowing Subsidiary to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which Whirlpool may have at any time against any Borrowing Subsidiary, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not Whirlpool shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (j) of this Section 4.03. It is agreed that Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed 41 Obligations or any part thereof and effect until that Whirlpool’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrowing Subsidiary of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between such Borrowing Subsidiary and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Each Subsidiary Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Finance Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. The obligations of Guarantor the Subsidiary Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Subsidiary Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Subsidiary Guarantor, jointly and severally with each other term of, all or any Subsidiary Guarantor of the Guaranteed ObligationsObligations in each and every particular. The obligations of each Subsidiary Guarantor hereunder are several from those of the other Loan Parties and are primary obligations concerning which each Subsidiary Guarantor is the principal obligor. The obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Subsidiary Guarantor may have at any time against any other Loan Party, any Agent or other Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Subsidiary Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against would be owed by any other Credit Loan Party to any Finance Party under the Finance Documents but for the fact that they are unenforceable or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any Credit Party or any such other guarantor or surety, other than Loan Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Subsidiary Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 1 contract
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not merely one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the holders of Notes might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Company or the insolvency, for all bankruptcy or any other change in the legal status of the Company; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) the failure of any changeGuarantor or the Company to maintain in full force, restructuring validity or termination effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the corporate, limited liability company Guaranteed Obligations or partnership structure or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which any Guarantor may have at any time against the Company or any other Person in connection herewith or an unrelated transaction; (ek) promptnesswithout limiting the foregoing, diligence, notice all defenses based on suretyship or impairment of acceptance and collateral; or (l) any other notice with respect circumstance, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available toto a guarantor, including all defenses based on suretyship or a discharge of, impairment of collateral; all whether or not any Credit Party Guarantor shall have had notice or knowledge of any other guarantor act or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (l) of this Section. It is agreed that each Guarantor’s liability under this Section 18 is independent of any other guaranties or other obligations not arising under this Section 18 at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non‑enforcement of any such other guaranties or other obligations not arising under this Section 18 or any provision of any applicable law or regulation purporting to prohibit payment in full by the Company of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon by the Company and the holders of Notes.
Appears in 1 contract
Samples: Note Purchase Agreement (Vectren Utility Holdings Inc)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsAgreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrowers with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrowers will contract additional indebtedness for which Guarantor may be liable hereunder after Borrowers' financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrowers has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Lender to induce the undersigned to enter into this Limited Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrowers shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Article XIV Limited Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrowers, or any action taken with respect to this Limited Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Frontline Communications Corp
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Loan DocumentsNotes, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Administrative Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Article XIV Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor such Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit Party the Borrower or the other Guarantor or whether any Credit Party the Borrower or the other Guarantor is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of to the direct and indirect benefits from the financing arrangements contemplated herein enjoyed maximum extent permitted by such Guarantor. law, each Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document this Agreement, the Notes or any agreement or instrument relating theretohereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Loan DocumentNote, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party the Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralBorrower; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party Guarantor, the Borrower or any other guarantor or surety, surety other than the defense of paymentpayment when due. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender by the Administrative Agent or any other Person Lender upon the insolvency, bankruptcy or reorganization of the Borrower or any other Credit Party either Guarantor or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will ----------------- be paid strictly in accordance with the terms of the Loan Documentshereof, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or terms. Guarantor hereby knowingly accepts the rights full range of Lender with respect theretorisk encompassed within a contract of "continuing guaranty". The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligationsdocuments, instruments and a separate action or actions may be brought agreements evidencing the Loan Transaction (as amended, modified and prosecuted against any other guarantor to enforce such obligationssupplemented from time, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsthe "Loan Documents"). The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Texhoma Energy Inc
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective 69 enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Borrower or the insolvency, for all bankruptcy or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or the Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against the Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not the Company shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by the Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless it is a primary obligation of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights Whirlpool and not one of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligationscollateral; (d) any changerelease, restructuring surrender, compromise, settlement, waiver, subordination or termination of the corporatemodification, limited liability company with or partnership structure or existence without consideration, of any Credit Partycollateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) promptnessthe enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, diligence, notice enforceability or validity of acceptance and any other notice agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations and or to amounts which are not covered by this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateralguaranty; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than change in the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment ownership of any of the Guaranteed Obligations is rescinded Borrowing Subsidiary or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party change in the legal status of any Borrowing Subsidiary; (h) the change in or otherwisethe imposition of any law, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIVdecree, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligationsregulation or other governmental act which does or might impair, whether existing now delay or in the future.any way
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any Guaranteed Party with respect thereto. The obligations of each Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Company or any Credit other Loan Party or whether the Company or any Credit other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit PartyLoan Party or any of its Subsidiaries; any failure of any Guaranteed Party to disclose to any Loan Party any information relating to the business, condition (e) promptnessfinancial or otherwise), diligenceoperations, notice performance, properties or prospects of acceptance and any other notice Loan Party now or hereafter known to such Guaranteed Party (each Guarantor waiving any duty on the part of the Guaranteed Parties to disclose such information); the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralObligations; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender any Guaranteed Party that might otherwise constitute a defense available to, or a discharge of, any Credit Loan Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender by any Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization of Borrower the Company or any other Credit Loan Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Guaranty Absolute. To the maximum extent permitted by applicable law, each Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The obligations Obligations of each Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is are joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives waives, to the maximum extent permitted by applicable law, any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of of, or any consent to departure from from, any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any CollateralCollateral or any other collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit PartyLoan Party or any of its Subsidiaries; (ef) promptnessany failure of the Lender to disclose to any Loan Party any information relating to the business, diligencecondition (financial or otherwise), notice operations, performance, properties or prospects of acceptance and any other notice Loan Party now or hereafter known to the Lender; (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety, in each case, with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralObligations; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Loan Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Better Choice Co Inc.
Guaranty Absolute. (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the this Agreement, each other Loan DocumentsDocument and each Other Secured Agreement, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the 139 Administrative Agent or any other Secured Party with respect thereto. The obligations of each Guarantor under or in respect of the guarantee under this Article XIV VII (this “Guaranty”) are independent of the Guaranteed ObligationsObligations or any other obligations of the Company or any other Guarantor, as the case may be, under or in respect of this Agreement, the other Loan Documents and the Other Secured Agreements, and a separate action or actions may be brought and prosecuted against any other guarantor Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Company or any Credit Party Guarantor, as the case may be, or whether the Company or any Credit Party Guarantor, as the case may be, is joined in any such action or actions, and any failure by the Administrative Agent or any other Secured Party to bring any such action, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Guarantor or any other Person or to realize upon any such guarantees or to exercise any rights of setoff or any release of the Company, any Guarantor or any other Person or guarantee or right of setoff, 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 or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 1 contract
Samples: Credit Agreement (Perspecta Inc.)
Guaranty Absolute. Guarantor guarantees This Guaranty is an absolute, unconditional, continuing and unlimited guaranty of the full and punctual payment and performance by the Borrower of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms Agent or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor Banks first attempt to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or collect any of the Guaranteed ObligationsObligations from the Borrower, any other Guarantor, or any other amendment person, or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit resort to any Credit Party security for the Obligations or otherwise; (c) any taking, exchange, release this Guaranty or non-perfection to other means of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any obtaining payment of any of the Guaranteed Obligations is rescinded which the Agent or must otherwise be returned the Banks now have or may acquire after the date hereof, or upon any other contingency whatsoever, and the Agent may proceed hereunder against any Guarantor in the first instance to Lender collect the Obligations when due, without first proceeding against the Borrower or any other Person upon (including without limitation any other Guarantor) and without first resorting to any security or other means of obtaining payment. The obligations of each Guarantor hereunder are irrevocable, absolute and unconditional, irrespective of genuineness, validity, regularity or enforceability of the insolvency, bankruptcy Obligations or reorganization of Borrower any security given therefor or in connection therewith or any other circumstance (except payment to, or express written waiver, release or consent by, the Agent acting pursuant to the provisions of the Credit Party Agreement) which might otherwise constitute a legal or otherwiseequitable discharge of a surety or guarantor. This Guaranty shall be in addition to any other guaranty or other security for the Obligations, and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guaranty or security. The liability of each Guarantor hereunder shall in no way be affected or impaired by any acceptance by the Agent or the Banks of any direct or indirect security for, or other guaranties of, the Obligations or any other indebtedness, liability or obligations of the Borrower, any Guarantor or other Person to the Agent or the Banks or by any failure, delay, neglect or omission of the Agent or the Banks to realize upon or protect any Obligations or any such other indebtedness, liability or obligation or any notes or other instruments evidencing the same or any direct or indirect security therefor, or by any approval, consent, waiver or other action taken or omitted to be taken by the Agent or the Banks. Upon any default by the Borrower in the payment and performance of the Obligations (and after the expiration of any applicable grace period provided in the Loan Documents), the liabilities and obligations of the Guarantors hereunder shall, at the option of the Agent, become forthwith due and payable to the Agent without demand or notice of any nature, all as though such payment had not been madeof which are expressly waived by each Guarantor. Guarantor hereby waives Payments by the Guarantors, or any right to revoke this Article XIVof them, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in hereunder may be required by the futureAgent on any number of occasions.
Appears in 1 contract
Samples: Credit Agreement (Blessings Corp)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement, the Notes and the other Loan Documents, without set-off or counterclaim, and regardless of any law regulation or order Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guaranteed Parties with respect thereto. The obligations liability of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any provision of any other Loan Document or any other agreement or instrument relating theretoto any Loan Document, or avoidance or subordination of any of the Guaranteed Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Guaranteed Obligations, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, the Credit Agreement, the Notes or any of the other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwiseDocuments; (c) any taking, exchange, release or non-perfection of any CollateralLien on any collateral for, or any taking, release of any Loan Party or amendment or waiver of any term of any other guaranty of, or any consent to departure from any requirement of any other guarantyguaranty of, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence absence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect attempt to collect any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right from the Borrower or take any action against from any other Credit Loan Party or any other Person action to enforce the same or the election of any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation remedy by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded Parties; (e) any waiver, consent, extension, forbearance or must otherwise be returned granting of any indulgence by any of the Guaranteed Parties with respect to Lender or any provision of any other Person upon Loan Document; (f) the insolvency, bankruptcy or reorganization election by any of Borrower or the Guaranteed Parties· in any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives proceeding under any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.Debtor Relief Law;
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of the Guarantor under or in respect of this Article XIV are Guaranty is independent of the Guaranteed ObligationsObligations or any other obligations of the Borrower, and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Credit Party other guarantors, the Borrower or whether any Credit Party the Borrower is joined in any such action or actions. The Except as expressly set forth herein, the liability of the Guarantor under this Article XIV Guaranty shall be irrevocable, indefeasible, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantorunconditional. The Guarantor hereby irrevocably waives any defenses it the Guarantor may now or hereafter have acquire in any way relating to, any or all of the following: (ai) any illegality, lack of validity or enforceability unenforceability of any Loan Document Obligation or any document, agreement or instrument relating thereto; , (bii) any change in the timeamendment, manner modification, waiver or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the terms of any Loan Document, Obligation or the Credit Documents (including, without limitation, any renewal or extension of the time of payment or change in the manner or place of payment, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, and any Credit Party or otherwise; acceleration of the maturity of any of the Obligations), (ciii) any taking, exchange, release or substitution, release, non-perfection or impairment of any Collateralcollateral securing payment of any Obligation, (iv) any manner of application of any collateral securing payment of any Obligation, or proceeds thereof, to all or any of the Obligations, or any taking, release manner of sale or amendment or waiver other disposition of or consent to departure from any other guaranty, collateral securing payment of any Obligation for all or any of the Guaranteed Obligations; Obligations or any other assets of the Borrower, (dv) any changechange in the corporate or other organizational existence, restructuring structure or termination ownership of the corporateBorrower (including without limitation, limited liability company any Guarantor failing to hold any equity interest in the Borrower), or partnership structure any insolvency, bankruptcy, concurso mercantil, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation, (vi) the existence of any Credit Partyclaim, set-off or other rights that the Guarantor may have at any time against the Borrower, any Lender, or any other corporation or person, whether in connection herewith or any unrelated transaction, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim, (vii) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or any Lender’s rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Contractual Currency (as defined below) for a Contractual Currency or the remittance of funds outside of such jurisdiction or the unavailability of a Contractual Currency in any legal exchange market in such jurisdiction in accordance with normal commercial practice; (eB) promptnessa 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, diligencerequired rescheduling or restructuring of, notice or required approval of acceptance and payments on, any indebtedness in such jurisdiction; (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the Borrower of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that have an effect similar to that of an event described in clause (A), (B) or (C) above, (viii) the failure of any other notice person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Obligations, (ix) any recovery by any Lender against the Guarantor of the Guaranteed Obligations and this Article XIV any deficiency after any foreclosure under any mortgage by nonjudicial sale and any requirement defense or benefits that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or may be afforded by applicable law, and (fx) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Credit Party the Borrower or the Guarantor or any other guarantor or surety, other than . Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of foregoing, the Loan Agreement Guarantor agrees, subject to Section 7, that it shall pay the Lenders strictly in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any terms of the Guaranteed Obligations is rescinded Credit Documents, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or must otherwise be returned regulation in effect from time to Lender or any other Person upon time of the insolvency, bankruptcy or reorganization of jurisdiction where the Borrower or any other Credit Party person or otherwiseentity obligated for such Obligation is located (such terms, the “Contractual Terms” and such currency, the “Contractual Currency”). This Guaranty relates to international credit transactions in which the specification of the Contractual Terms, including without limitation, the Contractual Currency, of any document or agreement evidencing any Obligation is of the essence. It is the intent of this Section 2 that the Guarantor’s obligations hereunder are and shall be irrevocable, indefeasible, absolute and unconditional under any and all circumstances, except as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureexpressly set forth herein.
Appears in 1 contract
Samples: Vista Oil & Gas, S.A.B. De C.V.
Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition ox xxxxity to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Laurus to induce the uxxxxxxgned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee, receiver, interim receiver, or receiver and manager, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Laurus shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: On the Go Healthcare Inc
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of the Loan Documentspayment and not of collection, regardless it is a primary obligation of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights Whirlpool and not one of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now shall not be impaired or hereafter have in any way relating toaffected by, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any takingcollateral; (d) any release, release surrender, compromise, settlement, waiver, subordination or amendment modification, with or waiver without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or consent any part thereof, or any other obligation of any Person with respect to departure the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of the Borrower or the insolvency, for all bankruptcy or any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or payment when due of the Guaranteed Obligations; (di) the failure of Whirlpool or the Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any change, restructuring other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or termination of this guaranty; (j) the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which Whirlpool may have at any time against the Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not Whirlpool shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (j) of this Section 4.03. It is agreed that Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that Whirlpool’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by the Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by the Purchasers or Agent to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to the Purchasers, the Agent or their assignees or any acceptance thereof or any release of any security by the Purchasers, the Agent or their assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to the Purchasers shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Administrative Agent or any lender with respect thereto. The obligations liability of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses defenses, it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit PartyBorrower or any of its Subsidiaries; (e) promptnessany failure of the Administrative Agent or any Lender to disclose to such Guarantor any information relating to the business, diligencecondition (financial or otherwise), notice operations, performance, properties or prospects of acceptance and any other notice Loan Party now or hereafter known to the Administrative Agent or such Lender (such Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty, any supplement to this Guaranty or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any CollateralObligations; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party such Guarantor or any other guarantor or surety, surety (other than the defense of paymentpayment thereof). This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future15.3.
Appears in 1 contract
Samples: Credit Agreement (Aon PLC)
Guaranty Absolute. The Guarantor guarantees agrees that its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Loan Secured Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any Secured Party with respect thereto. The obligations of the Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against any other guarantor the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of the Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and, in consideration of and the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full of the Guaranteed Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), expiration without any pending drawing or termination of all Letters of Credit (other than in the case of Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made) and termination of the Aggregate Commitments or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will shall be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter requirements listed in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsGuaranty. The liability of each Guarantor under this Article XIV shall be irrevocable, Guaranty is absolute and unconditional irrespective of, and, of any circumstances (except for those actions of NYSERDA in consideration violation of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now Grant Agreement or hereafter have in any way relating to, any applicable law) which might otherwise constitute a legal or equitable discharge or defense (all of the followingwhich are hereby waived) of a surety or guarantor, including, without limitation: (a) any lack of validity the finding or enforceability conclusions of any Loan Document proceeding under the federal Bankruptcy Code or any agreement of similar present or instrument relating thereto; future federal or state law, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other renewal, extension, alteration, compromise, modification, acceleration, amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in of the Guaranteed Obligations resulting from terms of the extension of additional credit to any Credit Party or otherwiseGrant Agreement; (c) any taking, exchange, the release or non-perfection discharge of any CollateralGrant Recipient, by acceptance of a deed or any takingassignment in lieu of foreclosure or otherwise, release or amendment or waiver of or consent as to departure from any other guaranty, for all or any portion of the Guaranteed Obligations; (d) any changerelease or amendment or waiver of, restructuring or termination consent to departure from, or failure to act by NYSERDA with respect to, any other guaranty or support document, or any exchange, release or non-perfection of the corporate, limited liability company or partnership structure or existence of any Credit PartyGuaranteed Obligations; (e) promptnessany present or future law or legal requirement (whether of right or in fact) purporting to reduce, diligenceamend, notice of acceptance and restructure or otherwise affect any other notice with respect to any term of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Guaranty or take any action against any other Credit Party or any other Person or any Collateralthe Grant Agreement; or (f) any other circumstance change in the existence, structure, or ownership of Grant Recipient; (including, g) without limitationbeing limited by the foregoing, any statute lack of limitationsvalidity or enforceability of this Guaranty or the Grant Agreement; (h) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any existence of other theory) with respect to the Grant Agreement or reliance on any representation by Lender that the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Credit Party Grant Recipient or any other guarantor or surety, other than party liable for the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination Obligations; or (i) any alteration, amendment, extension, modification, waiver, release or cancellation of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure Infrastructure Improvement Plan or any other contract relating to the benefit ofconstruction of the Project so long as such modifications do not materially increase the cost of construction or time necessary to complete the Project; it being agreed that the obligations of the Guarantors hereunder shall not be discharged except by performance as herein provided. No exercise, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective delay in exercise or be reinstated, as the case may be, if at any time any payment non-exercise by NYSERDA of any of the Guaranteed Obligations is rescinded rights given to it hereby or must otherwise be returned to Lender by any of the other Grant Agreement, no dealing by NYSERDA with Grant Recipient or any other Person upon guarantor, endorser or other person, no change, impairment or suspension of any right or remedy of NYSERDA, and no act or thing which but for this provision could act as a release or exoneration of the insolvencyliabilities of any Guarantor hereunder, bankruptcy shall in any way affect, decrease, diminish or reorganization impair any of Borrower the obligations of such Guarantor hereunder or give such Guarantor or any other Credit Party person or otherwise, all entity any defense against NYSERDA. Nothing in this Guaranty shall be construed as though such payment had not been made. Guarantor hereby waives any limiting Guarantors’ right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies raise defenses available to all Guaranteed Obligations, whether existing now or in Grant Recipient under the futureGrant Agreement for a failure of Grant Recipient to meet its obligations thereunder.
Appears in 1 contract
Samples: Completion Guaranty
Guaranty Absolute. Guarantor The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Loan DocumentsNotes, if any, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender with respect thereto. The obligations of Guarantor the Company under or in respect of this Article XIV VII are independent of the Guaranteed ObligationsObligations or any other obligations of any other Borrower under or in respect of this Agreement and any Notes, and a separate action or actions may be brought and prosecuted against any other guarantor the Company to enforce such obligationsthis Article VII, irrespective of whether any action is brought against any Credit Party Borrower or whether any Credit Party Borrower is joined in any such action or actions. The liability of Guarantor the Company under this Article XIV VII shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of and the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document this Agreement (other than this Article VII), the Notes, if any, or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other obligations of any Borrower under or in respect of this Agreement or the Notes, if any, or any other amendment or waiver of or any consent to departure from any Loan Documentthis Agreement or the Notes, if any, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all Borrower or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party Subsidiaries or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.;
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporate, limited liability company Company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with respect to any of the Guaranteed Obligations and or this Article XIV and any requirement that Lender exhaust any right guaranty, or to take any other action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute required in connection with the performance of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of all obligations pursuant to the Guaranteed Obligations and all other amounts payable under or this Article XIV and irrevocable termination guaranty; (j) the existence of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.any
Appears in 1 contract
Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender any Secured Party with respect thereto. Each Guarantor further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The obligations First Lien Obligations of each Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed First Lien Obligations or, any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, the Specified Non Loan Party Hedge Obligations or the Specified Non Loan Party Secured Cash Management Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit Party other Loan PartyRestricted Subsidiary or whether the Borrower or any Credit Party other Loan Partysuch Restricted Subsidiary is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any rights, claims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: following (a) any lack of validity whether or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though not such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.has knowledge thereof):
Appears in 1 contract
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsNotes and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. The obligations Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrower will contract additional indebtedness for which Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against liable hereunder after Xxxxxxxx's financial condition or ability to pay its lawful debts when they become due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledges that no oral representations, including any representations to extend credit or provide other guarantor financial accommodations to enforce such obligationsBorrower, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionshave been made by Lender to induce the undersigned to enter into this Guaranty. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, in accordance with its terms, and, so long as the Obligations are outstanding, shall remain in consideration of the direct full force and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document the Notes or other documents, instruments or agreements relating to the Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Guaranty (Pipeline Data Inc)
Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition or ability to pay its lawful debts wxxx xxey fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by __________ to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to __________ or its assignees or any acceptance thereof or any release of any security by __________ or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to __________ shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Dyntek Inc
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV hereunder shall be irrevocableunconditional and shall not be subject to any reduction, absolute and unconditional irrespective oflimitation, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives impairment or termination for any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentreason, including, without limitation, any increase in claim of waiver, release, settlement, surrender, alteration or compromise, and shall not be subject to any defense or set off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Note Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any . Without limiting the generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination the obligations of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice each Guarantor hereunder with respect to any of the Note Guaranteed Obligations shall not be discharged or impaired or otherwise affected by and no Guarantor shall be entitled to raise as a defense the failure of any Noteholder to assert any claim or demand or to enforce any remedy under this Article XIV and any requirement that Lender exhaust any right Agreement, the Notes, or take any action against under any other Credit Party guaranty or any other Person agreement, by any waiver or modification of any Collateral; provision thereof, by any default, failure or (f) delay, willful or otherwise, in the performance of any Note Guaranteed Obligations, or by any other circumstance (including, without limitation, any statute of limitations) act or any existence of omission which may or reliance on any representation by Lender that might otherwise constitute a defense available to, in any manner or to any extent vary the risk or reduce or extinguish the liability of such Guarantor or otherwise operate as a discharge of, any Credit Party of such Guarantor as a matter of law or any other guarantor or surety, other than the defense of paymentequity. This Article XIV is Each Guarantor further agrees that its guaranty shall be a continuing guaranty and shall (a) remain in stand as a guaranty of full force and effect until the indefeasible cash final payment in full and performance of the all Note Guaranteed Obligations hereunder from time to time and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any payment part thereof, of principal or interest on any of the Note Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person by the Noteholders upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Note Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This is a guaranty of the Loan Documents, regardless payment and not merely of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect theretocollection. The Guarantor’s obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, Guaranty shall be absolute and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligationsunconditional, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity capacity or authority of the Borrower or any lack of validity, regularity or enforceability of any provision of any Loan Document or any other agreement or instrument relating theretoto the Obligations; (b) any change in the amount, time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Loan Documents or Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan DocumentDocument or Obligation, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingvariation, extension, waiver, compromise or release of any or all of the Obligations or of any security from time to time provided therefor, (d) any release or amendment or waiver of, or consent to departure from, any other guarantor or any other guaranty or support document, or any exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all or any of the Guaranteed Loan Documents or Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptnessany present or future law, diligence, notice regulation or order of acceptance and any other notice with respect to any jurisdiction (whether of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take in fact) or of any action against agency thereof purporting to reduce, amend, restructure or otherwise affect any other Credit Party term of any Loan Document or Obligation. This Guaranty shall not be affected by any other Person or any Collateral; or (f) any other circumstance (includingother than complete, without limitation, any statute of limitationsirrevocable payment or performance) or any existence of or reliance on any representation by Lender that might otherwise constitute a legal or equitable discharge or defense available to, of a surety or a discharge of, guarantor. The Secured Parties make no representation or warranty in respect of any Credit Party such circumstance and have no duty or responsibility whatsoever to the Guarantor in respect of the management and maintenance of the Obligations or any other guarantor or suretycollateral therefor. Neither the Administrative Agent, other than the defense of payment. This Article XIV is a continuing guaranty and nor any Secured Party, shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure obligated to file any claim relating to the benefit ofObligations in the event that the Borrower becomes subject to a bankruptcy, reorganization or similar proceeding, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesthe failure by the Administrative Agent or such Secured Party to so file shall not affect the Guarantor’s obligations hereunder. This Article XIV shall continue to be effective or be reinstated, as In the case may be, if at any time event that any payment to the Administrative Agent, for itself and as agent for the Secured Parties, in respect of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or for any other Person upon reason whatsoever, the insolvencyGuarantor shall remain liable hereunder in respect of such Obligations, bankruptcy or reorganization of Borrower or any other Credit Party or otherwiseand the Guarantor’s obligations hereunder shall be reinstated, all as though if such payment had not been made. The Guarantor hereby waives any right to revoke of setoff or counterclaim which the Guarantor may have or acquire against the Administrative Agent or any Secured Party. The Guarantor agrees that this Article XIVGuaranty is a continuing guaranty and shall cover any present Obligations, and acknowledges also all Obligations that this Article XIV is continuing in nature have been created or may hereafter be created as such Obligations may be changed from time to time. The Guarantor agrees that the Administrative Agent and applies the Secured Parties may deal freely with the Borrower with respect to all Guaranteed the Obligations, whether existing now or without notice to the Guarantor, the same as if this Guaranty had not been given, all without in any way affecting the futureGuarantor’s obligations hereunder.
Appears in 1 contract
Samples: Samson Oil & Gas LTD
Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition or ability to pay its lawful debts wxxx xxey fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Laurus to induce the undersigned to enter into this Guaranty and (xx) xxy extension of Guarantor under this Article XIV are independent credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Laurus shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Elec Communications Corp
Guaranty Absolute. ●. Each Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Agents or the Lenders with respect thereto. Each Guarantor agrees that this ARTICLE XI constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by any Agent or any Lender to any Collateral. The obligations of each Guarantor under this Article XIV ARTICLE XI are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Loan Party or whether any Credit Loan Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV ARTICLE XI shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Loan Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any claim, set-off, defense or other right that any Guarantor may have at any time against any Person, including, without limitation, any Agent or any Lender; any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Loan Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (other than the defense of payment, but including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender the Agents or the Lenders that might otherwise constitute a defense available to, or a discharge of, any Credit Loan Party or any other guarantor or surety, other than the defense of payment. KL2 3287103.6 This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV ARTICLE XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender by the Agents, the Lenders or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Credit Agreement (Boxlight Corp)
Guaranty Absolute. Subject to Section 5(c), the Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Bridge Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Company with respect thereto. The obligations Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional indebtedness for which the Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against liable hereunder after the Company's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not the Company has properly authorized incurring such additional indebtedness. The Guarantor acknowledges that no oral representations, including any representations to extend credit or provide other guarantor financial accommodations to enforce such obligationsthe Company, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionshave been made by the Purchasers to induce the Guarantor to enter into this Guaranty. The liability of the Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Bridge Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof; (b) any lack of validity or enforceability of any Bridge Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisethereof; (c) any takingfurnishing of any additional security to the Purchasers or their assignees or any acceptance thereof or any release of any security by the Purchasers or their assignees; (d) any limitation on any party's liability or obligation under the Bridge Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the Guarantor shall have notice or knowledge of any of the foregoing; (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentGuarantor. This Article XIV is a continuing guaranty and Any amounts due from the Guarantor to the Purchasers shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Axeda Systems Inc
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Company and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in failure or omission to enforce any right, power or remedy with respect to the time, manner or place of payment of, or in any other term of, all Guaranteed Obligations or any of the Guaranteed Obligationspart thereof or any agreement relating thereto, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisecollateral; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment validity of any agreement relating thereto or waiver with respect to any collateral; (f) the application of or consent to departure payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Obligor or the insolvency, for all bankruptcy or any other change in the legal status of any Obligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any Obligor to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Partyclaim, setoff or other rights which the Company may have at any time against any Obligor, or any other Person in connection herewith or an unrelated transaction; (ek) promptnessthe Administrative Agent's or any Lender's election, diligencein any case or proceeding instituted under chapter 11 of the Bankruptcy Code, notice of acceptance and the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (n) any other notice with respect circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, or to a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and ; all whether or not the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) remain through (n) of this paragraph. It is agreed that the Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that the indefeasible cash Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to -101- 108 prohibit payment in full by any Obligor of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Obligor and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms This guaranty is a guaranty of payment and not of collection, is a primary obligation of the Loan Documents, regardless Parent Guarantor and not one of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all part thereof or any of the Guaranteed Obligationsagreement relating thereto; (d) any changerelease, restructuring surrender, compromise, settlement, waiver, subordination or termination of modification, with or without consideration, any other guaranties with respect to the corporateGuaranteed Obligations or any part thereof, limited liability company or partnership structure or existence any other obligation of any Credit PartyPerson with respect to the Guaranteed Obligations or any part thereof; (e) promptness, diligence, notice of acceptance and any other notice with respect to any the enforceability or validity of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person part thereof or the genuineness, enforceability or validity of any Collateralagreement relating thereto; or (f) the application of payments received from any other circumstance (including, without limitation, any statute source to the payment of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, obligations other than the defense of payment. This Article XIV is a continuing Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and shall (a) remain in full force and effect until the indefeasible cash payment in full Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations and all other or to amounts payable under which are not covered by this Article XIV and irrevocable termination guaranty; (g) any change in the ownership of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective Borrower or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization any other change in the legal status of the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the 82 67501104_3 Guaranteed Obligations; (i) the failure of the Company or the Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against the Borrower, or any other Credit Party Person in connection herewith or otherwise, all as though such payment had not been made. Guarantor hereby waives an unrelated transaction; or (k) any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligationsother circumstances, whether existing now or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not the Parent Guarantor shall have had notice or knowledge of any act or omission referred to in the futureforegoing clauses (a) through (k) of this paragraph. It is agreed that the Parent Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Guarantor’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non‑enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by the Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Guarantor Subject to Section 5(c), the undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Xxxxxx's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Xxxxxx to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsDocuments. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Laurus shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: American Water Star Inc
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and/or any other document, instrument or agreement creating or evidencing the Loan DocumentsObligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. The obligations Each Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrower will contract additional indebtedness for which such Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought liable hereunder after Borrower's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. Each Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Agent or any Lender to induce such Guarantor to enter into this Agreement and prosecuted against (ii) any other guarantor extension of credit to enforce such obligations, irrespective Borrower shall be governed solely by the provisions of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsthis Loan Agreement and the Ancillary Agreements. The liability of each Guarantor under this Article XIV Agreement shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of this Agreement and the Ancillary Agreements or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof; (b) any lack of validity or enforceability of any Loan Document of this Agreement, the Ancillary Agreements or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisethereof; (c) any takingfurnishing of any additional security to Agent and Lenders or its assignees or any acceptance thereof or any release of any security by Agent and Lenders or its 55 60 assignees; (d) any limitation on any party's liability or obligation under this Agreement, the Ancillary Agreements or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing; (f) any exchange, release or non-perfection nonperfection of any Collateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or Guarantor. Any amounts due from any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty Guarantor to Agent and Lenders shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Samples: Transtexas Gas Corp
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsNotes, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Lenders with respect thereto. The obligations of Guarantor under this Article XIV Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any Credit Party other Guarantor or whether Parent or any Credit Party other Guarantor is joined in any such action or actions. The liability of Guarantor under this Article XIV Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Documentthe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party Parent or otherwise; (c) any taking, exchange, release release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit PartyParent; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.or
Appears in 1 contract
Samples: Security Agreement (Options Media Group Holdings, Inc.)
Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan DocumentsSupplemental Stock Pledge Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender either Credit Party with respect thereto. The obligations Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that either Credit Party will contract additional indebtedness for which Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor liable hereunder after such Credit Party’s financial condition or ability to enforce pay its lawful debts when they fall due has deteriorated, whether or not such obligations, irrespective of whether any action is brought against any Credit Party has properly authorized incurring such additional indebtedness. The undersigned acknowledges that (i) no oral representations, including any representations to extend credit or whether provide other financial accommodations to either Credit Party, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to either Credit Party is joined in any such action or actionsshall be governed solely by the provisions of agreements between the respective Credit Party and the Lender. The liability of Guarantor the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Supplemental Stock Pledge Agreement or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document the Supplemental Stock Pledge Agreement or other documents, instruments or agreements relating to the Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Supplemental Stock Pledge Agreement or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to either Credit Party, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to Lender shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Dynamic Health Products Inc
Guaranty Absolute. The Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documentsdocuments evidencing the same, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Seller with respect thereto. The obligations liability of the Guarantor under this Article XIV are independent Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation, the following (whether or not the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any Guaranteed Obligations, or (ii) any change in the time, place or manner of payment of all or any portion of the Guaranteed Obligations, and a separate or (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Agreement, the Notes, or any other document or instrument evidencing any Guaranteed Obligations, or (iv) any renewal, extension, addition, or supplement to, or deletion from, or any other action or actions may be brought and prosecuted against inaction under or in respect of, the Agreement, the Notes, or any other guarantor documents, instruments or agreements relating to enforce such obligations, irrespective the Guaranteed Obligations or any other instrument or agreement referred to therein or evidencing any Guaranteed Obligations or any assignment or transfer of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: foregoing; (ab) any lack of validity or enforceability of any Loan Document the Agreement, the Notes, or any other document, instrument or agreement referred to therein or instrument relating theretoevidencing any Guaranteed Obligations or any assignment or transfer of any of the foregoing; (bc) any change in furnishing to the time, manner or place Seller of payment of, or in any other term of, all or any of additional security for the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingsale, exchange, release or non-perfection of any Collateralsurrender of, or realization on, any taking, release or amendment or waiver of or consent to departure from any other guaranty, collateral security for all or any of the Guaranteed Obligations; (d) any change, restructuring settlement or termination compromise of any of the corporateGuaranteed Obligations, limited any security therefor, or any liability company or partnership structure or existence of any Credit Partyother party with respect to the Guaranteed Obligations, or any subordination of the payment of the Guaranteed Obligations to the payment of any other liability of the Purchaser; (e) promptnessany bankruptcy, diligenceinsolvency, notice of acceptance and reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor or the Purchaser or any other notice person, or any action taken with respect to this Guaranty by any of the Guaranteed Obligations and this Article XIV and trustee or receiver, or by any requirement that Lender exhaust court, in any right or take any action against any other Credit Party or any other Person or any Collateralsuch proceeding; or (f) any application of sums paid by the Purchaser or any other person with respect to the liabilities of the Purchaser to the Seller, regardless of what liabilities of the Purchaser remain unpaid; (g) any defect, limitation or insufficiency in the borrowing powers of the Purchaser or in the exercise thereof; (h) any act or failure to act by the Seller which may adversely affect the Guarantor's subrogation rights, if any, against the Purchaser to recover payments made under this Guaranty; or (i) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Appears in 1 contract
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other guarantythan the Guaranteed Obligations, for any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this Guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Borrower Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this Section 11.03. It is agreed that each Borrower Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable 138 68208499_3 law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowers and the Administrative Agent and the Lenders.
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Finance Documents, regardless of any law regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Finance Parties with respect thereto. The obligations of Guarantor the Guarantors under this Article XIV Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against the Borrower or any Credit Other Loan Party or whether the Borrower or any Credit Other Loan Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, This Agreement is an absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place guaranty of payment ofwhen due, or in any and not of collection, by each Guarantor, jointly and severally with each other term of, all or any Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor hereunder are several from those of the Other Loan Parties and are primary obligations concerning which each Guarantor is the principal obligor. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. Subject to Section 5.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent or other Finance Party or any other amendment or waiver of Person, whether in connection herewith or any consent to departure from any Loan Document, including, without limitation, any increase in unrelated transactions. Without limiting the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any generality of the Guaranteed Obligations; (d) any changeforegoing, restructuring or termination of the corporate, limited each Guarantor’s liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect shall extend to any all amounts that constitute part of the Guaranteed Obligations and this Article XIV and would be owed by any requirement Other Loan Party to any Finance Party under the Finance Documents but for the fact that Lender exhaust any right they are unenforceable or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any not allowable due to the existence of a bankruptcy, reorganization or reliance on any representation by Lender that might otherwise constitute a defense available to, similar proceeding involving the Borrower or a discharge of, any Credit Party or any other guarantor or surety, other than such Other Loan Party. Without limiting the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full generality of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination foregoing, the obligations of the Loan Agreement in accordance with its termseach Guarantor hereunder shall not be released, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable discharged or otherwise affected or impaired by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.:
Appears in 1 contract
Guaranty Absolute. Subject in the case of Athens to the Athens Cap Amount, each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The obligations of each Guarantor under or in respect of this Article XIV Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against any other guarantor each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Borrower or any Credit other Loan Party or whether the Borrower or any Credit other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any CollateralCollateral or any other collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Loan Party or any other Person or any Collateralof its Subsidiaries; or (f) any other circumstance (including, without limitation, failure of any statute of limitations) or Lender Party to disclose to any existence of or reliance on Loan Party any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure information relating to the benefit ofbusiness, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party condition (financial or otherwise), all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIVoperations, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.performance,
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Talen Energy Supply, LLC)
Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and not one of the Loan Documents, regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligationssurety, and a separate action or actions may be brought the validity and prosecuted against any other guarantor to enforce such obligations, irrespective enforceability of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV guaranty shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed shall not be impaired or affected by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity extension, modification or enforceability of renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document part thereof or any agreement or instrument relating theretothereto at any time; (b) any change in the timefailure or omission to enforce any right, manner power or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent remedy with respect to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to or any Credit Party part thereof or otherwiseany agreement relating thereto; (c) any taking, exchange, release or non-perfection waiver of any Collateralright, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any takingother obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, release enforceability or amendment or waiver validity of or consent to departure any agreement relating thereto; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, for all bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (di) any change, restructuring or termination the failure of the corporateCompany or any other Borrower to maintain in full 89925978_2 force, limited liability company validity or partnership structure effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any Credit Party; (e) promptnessclaim, diligencesetoff or other rights which the Company may have at any time against any Borrower, notice of acceptance and or any other notice with respect Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (includingforegoing, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise which could constitute a defense available to, to a guarantor; all whether or a discharge of, not such Guarantor shall have had notice or knowledge of any Credit Party act or any other guarantor or surety, other than omission referred to in the defense of payment. This Article XIV is a continuing guaranty and shall foregoing clauses (a) remain through (k) of this paragraph. It is agreed that each Guarantor’s liability hereunder is several and independent of any other guaranties or other obligations at any time in full force effect with respect to the Guaranteed Obligations or any part thereof and effect until that each Guarantor’s liability hereunder may be enforced regardless of the indefeasible cash existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment in full by any Borrower of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futuremanner agreed upon between the Borrowers and the Administrative Agent and the Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will shall be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law regulation or order now or hereafter requirements listed in effect in any jurisdiction affecting any such terms or the rights of Lender with respect thereto. The obligations of Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsGuaranty. The liability of Guarantor under this Article XIV shall be irrevocable, Guaranty is absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: excluding a Permitted Defense (hereinafter defined): (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other renewal, extension, alteration, compromise, modification, acceleration, amendment or waiver of or any consent to departure from any of the terms of the Loan DocumentDocuments, including, without limitation, including any increase or decrease in the Guaranteed Obligations resulting from rate of interest thereon; (b) the extension release or discharge of additional credit to any Credit Party Borrower, by acceptance of a deed or assignment in lieu of foreclosure or otherwise, as to all or any portion of the Obligations; (c) any takingrelease or amendment or waiver of, or consent to departure from, or failure to act by Lender with respect to, any other guaranty or support document, or any exchange, release or non-perfection of any Collateralof, or failure to act by Lender with respect to, any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all or any of the Guaranteed Obligations; (d) any changepresent or future Law or Legal Requirement (whether of right or in fact) purporting to reduce, restructuring amend, restructure or termination otherwise affect any term of the corporate, limited liability company Obligations or partnership structure or existence of any Credit PartyLoan Document; (e) promptnessany change in the existence, diligencestructure, notice or ownership of acceptance and Borrower; (f) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document; or (g) any other notice setoff, recoupment, defense or counterclaim, in any case, whether based on contract, tort or any other theory, with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right Loan Documents or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that the transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Credit Party Borrower or any other guarantor or surety, other than party liable for the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement Obligations. No exercise, delay in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, exercise or non-exercise by Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded rights given to it hereby or must otherwise be returned to by any of the other Loan Documents, no dealing by Lender or any other Person upon the insolvency, bankruptcy or reorganization of with Borrower or any other Credit Party guarantor, endorser or otherwiseother person, all as though such payment had not been made. Guarantor hereby waives no change, impairment or suspension of any right to revoke this Article XIVor remedy of Lender, and acknowledges that no act or thing which but for this Article XIV is continuing provision could act as a release or exoneration of the liabilities of any Guarantor hereunder, shall in nature and applies to all Guaranteed Obligationsany way affect, whether existing now decrease, diminish or in impair any of the futureobligations of such Guarantor hereunder or give such Guarantor or any other person or entity any defense against Lender. For purposes of this Guaranty, the term “Permitted Defense” shall mean the defense of full payment and/or performance.
Appears in 1 contract
Samples: Sole Member Guaranty (Arcimoto Inc)
Guaranty Absolute. Upon becoming a Guarantor, each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documentsthis Agreement, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Administrative Agent, the Issuing Lenders or the Lenders with respect thereto. The obligations liability of each Guarantor under this Article XIV are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV its Guarantee shall be irrevocable, absolute and unconditional irrespective of, and, in consideration of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity validity, enforceability or enforceability genuineness of any provision of any Loan Document Document, any Guaranteed Obligations or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwisethis Agreement; (c) any taking, exchange, release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring law or termination of the corporate, limited liability company or partnership structure or existence regulation of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party jurisdiction or any other Person or event affecting any Collateralterm of a Guaranteed Obligation; or (fe) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party Guarantor or any other guarantor or surety, other than the defense of paymentBorrower. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV Each Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender by the Administrative Agent, any L/C Issuer or any other Person Lender upon the insolvency, bankruptcy or reorganization of the Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.Section 16.03
Appears in 1 contract
Samples: Credit Agreement (RXO, Inc.)
Guaranty Absolute. Guarantor Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Xxxxxx’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by the Lenders to induce the undersigned to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement other documents, instruments or instrument agreements relating thereto; (b) any change in to the time, manner or place of payment of, or in any other term of, all Obligations or any assignment or transfer of the Guaranteed Obligationsany thereof, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to the Lenders or their assignees or any acceptance thereof or any release of any security by the Lenders or their assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of paymentundersigned. This Article XIV is a continuing guaranty and Any amounts due from the undersigned to the Lenders shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure highest rate then applicable to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transfereesObligations. This Article XIV shall continue to be effective Obligations include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
Samples: Corgenix Medical Corp/Co
Guaranty Absolute. The Guarantor guarantees that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documentsdocuments evidencing the same, regardless of any law regulation or order Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender the Guarantied Parties with respect thereto. The obligations liability of the Guarantor under this Article XIV are independent Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation, the following (whether or not the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guaranteed Guarantied Obligations, and a separate (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, any Specified Derivatives Contract, or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party inaction under or whether any Credit Party is joined in any such action or actions. The liability of Guarantor under this Article XIV shall be irrevocable, absolute and unconditional irrespective respect of, and, in consideration any Guarantied Document or any assignment or transfer of the direct and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: Guarantied Document; (ab) any lack of validity or enforceability of any Loan Guarantied Document or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Guarantied Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing to any of the Guarantied Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or non-perfection of any Collateralsurrender of, or realization on, any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or collateral securing any of the Guaranteed Guarantied Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.;
Appears in 1 contract
Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsNote and/or any other Ancillary Agreement, regardless of any law law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender Borrower with respect thereto. The obligations Each Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Inmark to induce such Guarantor to enter into this Guaranty and (ii) any extension of Guarantor under this Article XIV are independent credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any other guarantor to enforce such obligations, irrespective of whether any action is brought against any Credit Party or whether any Credit Party is joined in any such action or actionsNote. The liability of each Guarantor under this Article XIV Guaranty shall be irrevocable, absolute and unconditional irrespective of, andunconditional, in consideration of the direct accordance with its terms, and indirect benefits from the financing arrangements contemplated herein enjoyed by such Guarantor. Guarantor hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all of the followingoccurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Note or any other Ancillary Agreement or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, Note or any other amendment or waiver of Ancillary Agreement or any consent to departure from assignment or transfer of any Loan Documentthereof, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise; (c) any takingfurnishing of any additional security to Inmark or its assignees or any acceptance thereof or any release of any security by Inmark or its assignees, (d) any limitation on any party's liability or obligation under the Note or any other Ancillary Agreement or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not such Guarantor shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any Collateralcollateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Credit Party; (e) promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XIV and any requirement that Lender exhaust any right or take any action against any other Credit Party or any other Person or any Collateral; or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Lender that which might otherwise constitute a defense available to, or a discharge of, such Guarantor. Any amounts due from any Credit Party or any other guarantor or surety, other than the defense of payment. This Article XIV is a continuing guaranty and Guarantor to Inmark shall (a) remain bear interest until such amounts are paid in full force and effect until at the indefeasible cash payment in full of the Guaranteed Default Rate. Obligations and all other amounts payable under this Article XIV and irrevocable termination of the Loan Agreement in accordance with its terms, (b) be binding upon Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Lender and its successors, assigns, pledgees, transferees. This Article XIV shall continue to be effective include post-petition interest whether or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded not allowed or must otherwise be returned to Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any other Credit Party or otherwise, all as though such payment had not been made. Guarantor hereby waives any right to revoke this Article XIV, and acknowledges that this Article XIV is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futureallowable.
Appears in 1 contract
