Guaranty Unconditional. Subject to Section 9 hereof, the obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; (iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (iv) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed Obligations; (v) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or (vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Spartan Motors Inc), Credit Agreement (Spartan Motors Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Holdings under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under this Credit Agreement or any other Credit Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the this Credit Agreement, Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsCredit Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under this Credit Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsCredit Document;
(ivd) any change in the corporate organizational existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, the Borrower contained in this Credit Agreement or any other guarantor of any of the Guaranteed ObligationsCredit Document;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Holdings may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any illegality, invalidity or unenforceability relating to or against the Borrower for any Debtor, reason of this Credit Agreement or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the Borrowing by the Borrower or the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Loans or any other amount payable by any Debtor it under the this Credit Agreement, Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsCredit Document; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphclause (g), constitute a legal or equitable discharge of the Guarantor's Holdings’ obligations hereunder.
Appears in 2 contracts
Sources: Senior Unsecured Bridge Credit Agreement (Medtronic Inc), Senior Unsecured Bridge Credit Agreement
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Guaranteed ObligationsBorrower under this Agreement or any other Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any Guaranteed Obligations Obligation of the Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting any Debtor, the Borrower or any other guarantor Guarantor or any of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation Obligation of any Debtor, the Borrower under this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the right that any Guarantor may have at any time may have against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Credit Agreement, whole or any provision of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Bankruptcy Law or regulation purporting to prohibit the payment or performance by the Borrower of any Debtor, Obligation or any other guarantor the payment by the Borrower of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor it under the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the Guarantor's obligations hereunderof any Guarantor under this Article 5.
Appears in 2 contracts
Sources: Credit Agreement (America Service Group Inc /De), Credit Agreement (America Service Group Inc /De)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of the Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or of any obligation of any other guarantor of any of the Guaranteed ObligationsGuarantor, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed ObligationsGuarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any Lender of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed ObligationsGuarantor, or its assets or any resulting release or discharge of any obligation of any Debtorthe Borrower, or any other guarantor of any of the Guaranteed ObligationsGuarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantor Guarantors may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender Lender, any Affiliate of any of them, or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Borrower, or any other guarantor Guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Borrower, or any other guarantor of the Guaranteed ObligationsGuarantor, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender Lender, any Affiliate of any of them, or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 2 contracts
Sources: Subsidiary Guaranty (Airnet Systems Inc), Subsidiary Guaranty (Airnet Systems Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor ---------------------- hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any Debtor Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (JDN Realty Corp), Credit Agreement (JDN Realty Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Loan Agreement, the Note or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Loan Agreement, the Note, the Security Agreement, any other Loan Document or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtorthe Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Personperson or entity, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Obligations for any reason related to the Credit Loan Agreement, the Note, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Loan Agreement, the Note or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person person or entity or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's ’s obligations hereunder.
Appears in 2 contracts
Sources: Revolving Loan Agreement (Acacia Diversified Holdings, Inc.), Asset Purchase Agreement (Acacia Automotive Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under this Credit Agreement or any other Credit Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the this Credit Agreement, Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsCredit Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under this Credit Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsCredit Document;
(ivd) any change in the corporate organizational existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, the Borrower contained in this Credit Agreement or any other guarantor of any of the Guaranteed ObligationsCredit Document;
(ve) the existence of any claim, setoff set-off or other rights which the such Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any illegality, invalidity or unenforceability relating to or against the Borrower for any Debtor, reason of this Credit Agreement or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the Borrowing by the Borrower or the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Loans or any other amount payable by any Debtor it under the this Credit Agreement, Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsCredit Document; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphclause (g), constitute a legal or equitable discharge of the such Guarantor's ’s obligations hereunder.
Appears in 2 contracts
Sources: Senior Unsecured Cash Bridge Credit Agreement (Medtronic Inc), Senior Unsecured Cash Bridge Credit Agreement
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor TLGI hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, by operation of law or otherwise, Borrower under this Agreement or any obligation Letter of Credit or the exchange, release or non-perfection of any other guarantor of any of collateral security therefor (including, without limitation, the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in collateral pledged under the payment or performance of the Guaranteed ObligationsCollateral Trust Agreement);
(iib) any modification or amendment of or supplement to the Credit this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document Document, or the termination of the Collateral Trust Agreement or the release of any agreement relating to any Swap Agreement Obligations or Banking Services Obligationscollateral pledged thereunder;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivc) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, Subsidiary or its assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed Obligationstheir respective assets;
(vd) the existence of any claim, setoff set-off or other rights which the Guarantor TLGI may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Lender, the L/C Issuer or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vie) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Pledgor Subsidiary for any reason related to the Credit of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the Guaranteed Obligations other Loan Documents or any other amount payable the payment or performance by any Debtor Guarantor of any of its obligations under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsGuaranty; or
(viif) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Lender, the L/C Issuer or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSECTION 5.2, constitute a legal or equitable discharge of the GuarantorTLGI's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Loewen Group Inc), Credit Agreement (Loewen Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any other Loan Document or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, any Note or any other Loan Document Document;
(vii) any law, regulation or order of any jurisdiction, or any agreement relating to other event affecting any Swap Agreement Obligations term of any Guaranteed Obligation or Banking Services Obligationsany Lender’s rights with respect thereto; or
(viiviii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor's ’s obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Ryland Group Inc), Credit Agreement (Ryland Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder under this Article 10 shall be be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrower under this Agreement or any other Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate organizational existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the such Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any illegality, invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor it under the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of the such Guarantor's ’s obligations hereunder.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Subsidiary Borrower under the Guaranteed ObligationsLoan Documents to which it is a party, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations obligation of any other guarantor of Subsidiary Borrower under any of the Guaranteed Obligations, or any action or failure Loan Document to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligationswhich it is a party;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, or Subsidiary Borrower contained in any other guarantor of any of the Guaranteed ObligationsLoan Document to which it is a party;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Company may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related of any Loan Document to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligationswhich it is a party, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower of the principal of or interest on any of the Guaranteed Obligations its Notes or any other amount payable by it under any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationswhich it is a party; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsSubsidiary Borrower, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the Guarantor's Company’s obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Foot Locker Inc), Credit Agreement (Foot Locker Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under the Loan Documents, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of any other guarantor of any of Guarantor under the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Documents;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of Guarantor contained in the Guaranteed ObligationsLoan Documents;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentGuarantor, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to of the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by the Borrower or any Debtor other Guarantor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments; or
(viig) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative AgentGuarantor, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's ’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to Administrative Agent or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent s from and after the Petition Date in connection with the Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Stewart Information Services Corp), Credit Agreement (Stewart Information Services Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Toro hereunder are a guaranty of payment and not of collection, and shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Subsidiary Borrower under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iiic) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any Subsidiary Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, such Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, such Subsidiary Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Toro may have at any time against any DebtorSubsidiary Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable Law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor it under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsSubsidiary Borrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Toro’s obligations hereunder. The obligations of Toro under this Article X are independent of the obligation of any Subsidiary Borrower pursuant to this Agreement or any Note issued by such Subsidiary Borrower and a separate action or actions may be brought and prosecuted against Toro to enforce the provisions of this Article X irrespective of whether any action is brought against any Subsidiary Borrower or whether any Subsidiary Borrower is joined in any such action or actions.
Appears in 2 contracts
Sources: Credit Agreement (Toro Co), Credit Agreement (Toro Co)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the partnership structure or ownership of the Borrower or corporate existence, structure or ownership of any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. Subject to Section 9 hereof, The Guarantor agrees that the obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality absolute. The obligations of the foregoingGuarantor hereunder shall in no way be affected or impaired by reason, shall not be releasedand Guarantor waives its right to prior notice, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of the happening from time to time of any of the Guaranteed Obligations, by operation following: (a) extensions (whether or not material) of law or otherwise, the time for performance of all or any obligation of any other guarantor of any portion of the Guaranteed Obligations; (b) the modification or amendment in any manner (whether or not material) of the Merger Agreement or the Guaranteed Obligations; (c) any failure, delay or lack of diligence on the part of the Company, or any defaultother Person to enforce, failure assert or delayexercise any right, willful privilege, power or otherwise, in remedy conferred on the payment Company or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Person under the Merger or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligationsat law, or any action or failure to act by on the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Company or such other Person granting indulgence or extension of any kind; (d) the settlement or compromise of any Guaranteed Obligations;
; (ive) any a change in the corporate existenceof status, composition, structure or ownership name of any Debtor Parent or any other guarantor Merger Sub, including, without limitation, by reason of any of the Guaranteed Obligationsbankruptcy, or any liquidation, insolvency, bankruptcyappointment of a trustee, special manager or receiver over Parent or Merger Sub or all or a portion of their assets, merger, dissolution, consolidation or reorganization or other similar proceeding affecting any Debtor, the Parent or any other guarantor of the Guaranteed Obligations, Merger Sub or its their respective assets or any resulting release or discharge of any obligation of any Debtor, Parent or Merger Sub’s or any other guarantor of any of party's obligations pursuant to the Guaranteed Obligations;
Merger Agreement; and (vf) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any DebtorParent, any other guarantor of any of Merger Sub or the Guaranteed ObligationsCompany, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor provided that nothing herein shall prevent the assertion of any such claim by separate suit. No change in the relations existing between the Guarantor on the one hand and Parent and Merger Sub on the other hand (directly or indirectly) shall affect the obligations of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or Guarantor under this Guaranty. Notwithstanding any provision of Applicable Law this Guaranty to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or regulation purporting to prohibit the payment by performance of any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations that (i) such Guaranteed Obligations are not currently due and payable, (ii) such Guaranteed Obligations have been paid or any other amount payable by any Debtor under performed in full or (iii) the Credit Agreement, any other Loan Document Company (prior to the Effective Time) or any agreement relating relevant Third Party Beneficiary (as defined below) shall have expressly released its rights to any Swap Agreement such Guaranteed Obligations in connection with a settlement or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereundercompromise thereof.
Appears in 2 contracts
Sources: Guaranty (Mazor Robotics Ltd.), Guaranty (Given Imaging LTD)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Subsidiary Borrower under the Guaranteed ObligationsLoan Documents to which it is a party, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations obligation of any other guarantor of Subsidiary Borrower under any of the Guaranteed Obligations, or any action or failure Loan Document to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligationswhich it is a party;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, or Subsidiary Borrower contained in any other guarantor of any of the Guaranteed ObligationsLoan Document to which it is a party;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Company may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related of any Loan Document to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligationswhich it is a party, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower of the principal of or interest on any of the Guaranteed Obligations its Notes or any other amount payable by it under any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationswhich it is a party; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsSubsidiary Borrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the GuarantorCompany's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Venator Group Inc)
Guaranty Unconditional. Subject This Guaranty is a guaranty of payment and not of collection, and the Guaranteed Party shall not be required to Section 9 hereof, the obligations exhaust any right or remedy or take any action against Buyer or any other Person or any collateral (if any). The obligation of the Guarantor hereunder shall be is continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any provision of applicable law or regulation purporting to prohibit the payment by Buyer or any other Guarantor of any Guaranteed Obligation;
(b) any amendment, restatement, supplement, or other modification or waiver of the Securities Transfer Agreement or other related agreement or instrument;
(i) any extension, renewal, settlement, compromise, alteration, waiver or release in respect of any of Guaranteed Obligation or any obligation under this Guaranty and/or with respect to the Guaranteed Obligations, Buyer or any other Guarantor (whether by operation of law law, settlement or other agreement or otherwise), or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment assignment of or supplement any Guaranteed Obligation by the Guaranteed Party (but only to the Credit extent such assignment is made in accordance with the terms of the Securities Transfer Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations);
(iiid) any application, release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations(if any);
(ive) any change in the corporate organizational existence, structure or ownership of of, or any Debtor merger or consolidation with respect to Buyer, the Guarantor or any other guarantor of any of the Guaranteed ObligationsPerson, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting any DebtorBuyer, the Guarantor or any other guarantor of the Guaranteed Obligations, Person or its their respective assets or any resulting release or discharge of any obligation of any Debtor, Guaranteed Obligation or any other guarantor of any the obligations of the Guaranteed ObligationsGuarantor hereunder;
(vf) the existence of any defense (other than a defense of indefeasible payment in full in cash of the Guaranteed Obligations), set-off, claim, setoff counterclaim or other rights which or dispute that the Guarantor or Buyer may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith herewith, the Securities Transfer Agreement or any unrelated transactionsotherwise;
(vig) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Any subordination of the Guaranteed Obligations or any other amount payable subordination arrangements relating to the Securities Transfer Agreement;
(h) Any avoidance of any obligation or payment under Securities Transfer Agreement (whether by any Debtor under the Credit Agreementreason of fraudulent conveyance or otherwise);
(i) Any full or partial release, discharge, settlement or compromise with respect to Buyer or any other Loan Document Guarantor (and whether such release, discharge, settlement or any compromise is by operation of law, by settlement agreement relating to any Swap Agreement Obligations or Banking Services Obligations; orotherwise);
(viij) any other act or omission failure to act or delay of any kind by any DebtorBuyer, any other guarantor of Guarantor, the Guaranteed Obligations, the Administrative Agent, any Lender Party or any other Person or Person; or
(k) any other event or circumstance (including without limitation any that varies the risk of the Guarantor) whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge or reduction of the Guarantor's Guaranteed Obligations or the obligations of the Guarantor hereunder, including all defenses of a surety (except the defense of indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Sources: Guaranty (Franchise Brands, LLC)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:: 134 140
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Amended and Restated Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Amended and Restated Credit Agreement, any Note, any Loan Document, or any obligations of any other Guarantor or guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the partnership structure or ownership of the Borrower or corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsGuarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any Debtorof the Guarantors, or any other guarantor of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantors;
(v) the existence of any claim, setoff or other rights which any of the Guarantor Guarantors may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, the Syndication Agent, the Documentation Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Amended and Restated Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Amended and Restated Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, the Documentation Agent, the Syndication Agent and any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Amended and Restated Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Amended and Restated Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, partnership structure or ownership of any Debtor the Borrower or any other guarantor of any corporate structure or ownership of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower or the Guarantor, or any other guarantor of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor;
(v) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, the Co-Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Amended and Restated Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Amended and Restated Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Co-Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereofThe Company guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with their terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lessor with respect thereto. The obligations of the Guarantor Company under this Guaranty are independent of the Guaranteed Obligations and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty (Lessor), irrespective of whether any action is brought against the Lessor or any affiliate of the Lessor or whether the Lessor or any affiliate of the Lessor is joined in any such action or actions. The obligations of the Company hereunder shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) a. any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsLessor under the Credit Agreement, any Note or any other Transaction Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) b. any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Note or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Transaction Document;
(iii) c. any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Lessor under the Credit Agreement, any Note or any other Transaction Document or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) d. any change in the corporate existence, structure or ownership of any Debtor the Lessor, or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Lessor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtorthe Lessor, or any other guarantor of any of the Guaranteed Obligations;
(v) e. the existence of any claim, setoff set-off or other rights which the Guarantor Company may have at any time against any Debtorthe Lessor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) f. any invalidity or unenforceability relating to or against any Debtorthe Lessor, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note or any other Loan Document, Transaction Document or any agreement relating to any Swap Agreement Obligations or Banking Services other guaranty of the Guaranteed Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Lessor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount amounts payable by any Debtor the Lessor under the Credit Agreement, any other Loan Document Note or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Transaction Document; or
(vii) g. any other act or omission to act or delay of any kind by any Debtorthe Lessor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the GuarantorCompany's obligations hereunder, including, without limitation, any failure, omission, delay or inability on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders under the Credit Agreement, any Note or any other Transaction Document.
Appears in 1 contract
Sources: Guaranty (Vincam Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor ---------------------- hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Term Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Term Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Term Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any Debtor Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Term Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Term Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrower, any Subsidiary Guarantor or any other Person under any Loan Document or by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any Borrower, any Subsidiary Guarantor or any obligations of other Person under any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of any Debtor Borrower, any Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations, Person or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any DebtorBorrower, any Subsidiary Guarantor or any other guarantor of the Guaranteed Obligations, Person or its assets or any resulting release or discharge of any obligation of any DebtorBorrower, any Subsidiary Guarantor or any other guarantor of Person contained in any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Company may have at any time against any DebtorBorrower, any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any DebtorBorrower, any Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations, Person for any reason related to the Credit Agreement, of any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by it under any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any DebtorBorrower, any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the GuarantorCompany's obligations hereunder (in each case other than payment in full of the obligations guaranteed hereunder).
Appears in 1 contract
Sources: Credit Agreement (Cummins Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, and the Guarantor, to the maximum extent permitted by applicable law, hereby waives any defense to any of its obligations hereunder that might otherwise be available to it on account of:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other guarantor under any Financing Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsFinancing Document;
(iii) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guarantee or any liability of any third party, for any Guaranteed Obligations or any obligations of any other guarantor of any obligation of the Guaranteed Obligations, or Borrower under any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsFinancing Document;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed Obligationsguarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, the Borrower or any other guarantor or any of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of contained in any of the Guaranteed ObligationsFinancing Document;
(v) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender Bank or any other PersonAffiliate, whether or not arising in connection herewith or with any unrelated transactionsFinancing Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, of any other Loan Financing Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; orIndebtedness;
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender Bank or any other Person Affiliate or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder;
(viii) the absence of any attempt to collect any of the Guaranteed Indebtedness from the Borrower or from any other guarantor or any other action to enforce the same or the election of any remedy by the Bank or any Affiliate; or
(ix) any suretyship laws of the State of North Carolina.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the partnership structure or ownership of the Borrower or corporate existence, structure or ownership of any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Guarantor Subsidiary Guarantors hereunder shall shall, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtorthe Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Subsidiary Guarantors may have at any time against any Debtorthe Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the ownership of the Borrower or corporate existence, structure or ownership of any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, 119 for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor ---------------------- hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under this Agreement, or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of any other guarantor of any of the Guaranteed Obligations, Guarantor under this Agreement or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of Guarantor contained in this Agreement or any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion -------- ---- of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor under the Credit Agreement, Borrower or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsGuarantor under this Agreement; or
(viig) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Term Loan Agreement (Policy Management Systems Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than the Guaranteed ObligationsGuarantor) under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any Borrower (other than the Guarantor) under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any Borrower (other guarantor of any of than the Guaranteed ObligationsGuarantor), or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, Borrower (other than the Guarantor) or any other guarantor of the Guaranteed Obligations, or its such Borrower's respective assets or any resulting release or discharge of any obligation of any Debtor, Borrower (other than the Guarantor) contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtorother Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Personcorporation or person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any Borrower (other guarantor of any of than the Guaranteed Obligations, Guarantor) for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any Borrower (other guarantor of than the Guaranteed Obligations, Guarantor) of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor Borrower (other than the Guarantor) under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any DebtorBorrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Pentair Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, or partnership structure or ownership of the Borrower or any Debtor Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document Document; or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or96 104
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (JDN Realty Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any otherwise other guarantor of any of than the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the full payment or performance of the Guaranteed Obligationsthereof;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit AgreementLoan Documents, any other Loan Document Lender Swap Agreements or any agreement relating to any Swap Agreement Obligations or Banking Services other document evidencing the Obligations;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, structure or ownership of any Debtor Borrower or any other guarantor of Guarantor or any of the Guaranteed ObligationsRestricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any DebtorBorrower, or any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed ObligationsObligation;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any DebtorBorrower, any other guarantor of Guarantor, any of the Guaranteed ObligationsRestricted Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any DebtorBorrower, any other Guarantor or any other guarantor of any of the Guaranteed Obligations, Restricted Subsidiary for any reason related to of the Credit Loan Documents, any Lender Swap Agreement, any other Loan Document, any agreement relating to any Swap Agreement document evidencing the Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, Borrower or any other guarantor of the Guaranteed Obligations, Guarantor or any Restricted Subsidiary of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor under the Credit Agreement, Borrower or any other Loan Document Guarantor or any agreement relating to any Swap Agreement Obligations or Banking Services Restricted Subsidiary in respect of the Obligations; or
(viig) any other act or omission to act or delay of any kind by any DebtorBorrower, any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's ’s obligations hereunder. Furthermore, notwithstanding that a Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which any Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against any Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent, the Lenders and each other Person to whom the Obligations are owed from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Cardtronics PLC)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, or any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Obligations or its assets assets, or any resulting release or discharge of any obligation of any Debtorthe Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the any Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor's obligations hereunder. Notwithstanding any other provision contained in this Guaranty, the Guarantors' joint and several liability with respect to the principal amount of the Guaranteed Obligations shall be no greater than the liability of the Borrower with respect thereto.
Appears in 1 contract
Sources: Guaranty Agreement (Belden Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Guarantor Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to or restatement of the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Principals under the Credit Agreement, any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ivd) any change in the corporate existence, structure or ownership of any Debtor Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any DebtorPrincipal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any DebtorPrincipal, or any other guarantor of any of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ve) the existence of any claim, setoff or other rights which the Guarantor Subsidiary Guarantors may have at any time against any DebtorPrincipal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against any DebtorPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any DebtorPrincipal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Principals under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any DebtorPrincipal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the (a) The obligations of the each Guarantor hereunder under this Article 10 shall be be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ib) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrower under this Agreement or any other Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iic) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiid) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ive) any change in the corporate organizational existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(vf) the existence of any claim, setoff set-off or other rights which the such Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vig) any illegality, invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor it under the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viih) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphclause (g), constitute a legal or equitable discharge of the such Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Parent hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Subsidiary Borrower under this Agreement, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations obligation of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsSubsidiary Borrower under this Agreement;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower contained in this Agreement;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Parent may have at any time against any DebtorSubsidiary Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Lender, the Issuing Bank or any other Person, whether in connection herewith with this Agreement or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related to the Credit of this Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor Subsidiary Borrower under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any DebtorSubsidiary Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Lender, the Issuing Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the GuarantorParent's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Sunbeam Corp/Fl/)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each Guarantor as a guarantor or joint and several obligor under the Guarantor hereunder Loan Documents, including this Section 10, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any Borrower or of any other Guarantor under this Agreement or any other Loan Document or by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivc) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrowers, any Debtorother Guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of any Debtor, Borrower or of any other guarantor of Guarantor contained in any of the Guaranteed ObligationsLoan Document;
(vd) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactionsherewith;
(vie) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against any Borrower, any other Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of any Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against any Debtor, Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrowers or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor them under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments; or
(viih) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Guarantor Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to or restatement of the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Principals under the Credit Agreement, any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ivd) any change in the corporate existence, structure or ownership of any Debtor Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any DebtorPrincipal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any DebtorPrincipal, or any other guarantor of any of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ve) the existence of any claim, setoff or other rights which the Guarantor Subsidiary Guarantors may have at any time against any DebtorPrincipal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against any DebtorPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any DebtorPrincipal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Principals under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any DebtorPrincipal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:80
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any otherwise other guarantor of any of than the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the full payment or performance of the Guaranteed Obligationsthereof;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit Agreement, any other Loan Document Documents or any agreement relating to any Lender Swap Agreement Obligations or Banking Services ObligationsAgreements;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of Guarantor or any of the Guaranteed ObligationsRestricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed ObligationsObligation;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of Guarantor, any of the Guaranteed ObligationsRestricted Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, Restricted Subsidiary for any reason related to of the Credit AgreementLoan Documents, any other Loan Document, any agreement relating to any Lender Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by the Borrower or any Debtor other Guarantor or any Restricted Subsidiary under the Credit Agreement, any other Loan Document Documents or any agreement relating to any Lender Swap Agreement Obligations or Banking Services ObligationsAgreement; or
(viig) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's ’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Cardtronics Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Holdings hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Obligor under the Loan Documents, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of any other guarantor of any of Obligor under the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Documents;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, Obligor or its their respective assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of Obligor contained in the Guaranteed ObligationsLoan Documents;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Holdings may have at any time against any Debtorthe Borrower, any other guarantor of Obligor, any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Obligor for any reason related to of the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Obligor of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by the Borrower or any Debtor other Obligor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments; or
(viig) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsObligor, the Administrative any Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of Holdings' obligations hereunder (other than, in each case, the Guarantor's obligations hereunderpayment of the Obligations in full).
Appears in 1 contract
Sources: Liquidity Facility (Evenflo & Spalding Holdings Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iii) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of any other guarantor of any of the Guaranteed Obligations, Guarantor under this Agreement or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of Guarantor contained in this Agreement or any of the Guaranteed ObligationsNote;
(v) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor under the Credit Agreement, Borrower or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsGuarantor under this Agreement; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Term Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Term Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Term Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, or partnership structure or ownership of the Borrower or any Debtor Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Term Note or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.other
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of the Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to or restatement of the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrowers under the Credit Agreement, any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ivd) any change in the corporate existence, structure or ownership of any Debtor Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any DebtorBorrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any DebtorBorrower, or any other guarantor of any of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ve) the existence of any claim, setoff or other rights which the Subsidiary Guarantor may have at any time against any DebtorBorrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against any DebtorBorrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any DebtorBorrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrowers under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any DebtorBorrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsLessee under any Operative Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsOperative Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any obligation of the Guaranteed Obligations, or Lessee under any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsOperative Document;
(iv) any change in the corporate existence, structure or ownership of the Lessee or corporate structure or ownership of any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Lessee, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Lessee, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, recoupment, setoff or other rights which the Guarantor Guarantors may have at any time against the Lessee, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Lessor or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor provided that nothing herein shall prevent the assertion of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations such claim by separate suit or Banking Services Obligations, or any provision of Applicable Law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.compulsory counterclaim;
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
: (ia) any change in the amount or purpose of or the time, manner, method, or place of payment or performance of any of the Obligations or any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Person under any Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
; (iib) any modification modification, extension, renewal or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement of the Obligations or Banking Services Obligations;
any execution or delivery of any additional Loan Documents; (iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of other Person under any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
Loan Document; (ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of Person or any of the Guaranteed Obligationstheir respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, the Borrower or any other guarantor Person or any of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation (including any of any Debtor, the Obligations) of the Borrower or any other guarantor of Person under any of the Guaranteed Obligations;
Loan Document; (ve) the existence of any claim, setoff set-off, defense, counterclaim, withholding or other rights which right that the Guarantor or the Borrower may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, Person (including the Administrative Agent, any Lender or any other PersonAgent and the Lenders), whether in connection herewith with the Loan Documents or any unrelated transactions;
; provided that nothing herein shall prevent the assertion of any such claim or defense by separate suit or compulsory counterclaim; (vif) any avoidance, subordination, invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Person for any reason related to the Credit Agreement, of any other Obligation or any Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment of any Obligation by any Debtor, the Borrower or any other guarantor of Person, or the Guaranteed ObligationsBorrower denies that it has any or further liability or obligation under any Loan Document, of the principal of or interest on purports to revoke, terminate or rescind any of the Guaranteed Obligations Obligation or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay provision of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.Loan Document; 44
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under the Loan Documents, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of any other guarantor of any of Guarantor under the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Documents;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of Guarantor contained in the Guaranteed ObligationsLoan Documents;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to of the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by the Borrower or any Debtor other Guarantor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments; or
(viig) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's ’s or the Borrower’s obligations hereunderhereunder or defense of a surety (except for payment in full).
Appears in 1 contract
Sources: Credit Agreement (Input Output Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or corporate structure or ownership of any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Guarantors' obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Trion Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Guaranteed ObligationsBorrowers under this Agreement or any other Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any Guaranteed Obligations Obligation of the Borrowers under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of any Debtor Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting any Debtor, Borrower or any other guarantor Guarantor or any of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation Obligation of any Debtor, Borrower under this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the right that any Guarantor may have at any time may have against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Credit Agreement, whole or any provision of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Bankruptcy Law or regulation purporting to prohibit the payment or performance by such Borrower of any DebtorObligation, or any other guarantor the payment by such Borrower of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor it under the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the Guarantor's obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Company under this Article XI shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of either Borrower (other than any express written settlement, compromise, waiver or release in favor the Guaranteed ObligationsCompany in its capacity as a guarantor under this Article XI) under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to this Agreement (other than this Article XI and the Credit Agreement, any other Loan Document defined terms used herein) or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iii) any release, nonperfection impairment, non‑perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of B&S AG under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(iv) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligationseither Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, B&S AG or its assets or any resulting release or discharge of any obligation of any Debtor, B&S AG contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(v) the existence of any claim, setoff set‑off or other rights which the Guarantor Company may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsB&S AG, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, B&S AG for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable a Requirement of Law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, B&S AG of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor B&S AG under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsB&S AG, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Company’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or corporate structure or ownership of any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed Obligations;any
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by any Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents;
(vii) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viiviii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor Guarantors of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, the Notes, the Security Documents any Loan Document, or any obligations of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the any Guarantor may have at any time against the Borrower, any Debtor, other Guarantors or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Notes or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, the Security Documents or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Guarantors' obligations hereunder, including without limitation, any failure, omission, delay or inability on the part of the Agent or any Bank to enforce, assert or exercise any right, power or remedy conferred on the Agent or any Bank under the Credit Agreement or any other Loan Documents (other than the indefeasible payment in full of all of the Guaranteed Obligations).
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extensionextensions, renewalrenewals, settlementsettlements, compromisecompromises, waiver waivers or release releases in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any releasereleases, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Principal under the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Principal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtorthe Principal, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Subsidiary Guarantors may have at any time against any Debtorthe Principal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Principal, or any other guarantor of the Guaranteed Obligations, of any amount payable by the principal of or interest on any of Principal under the Guaranteed Obligations Credit Agreement or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Principal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor Guarantors of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, the Notes, the Pledge Agreements any Loan Document, or any obligations of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the any Guarantor may have at any time against the Borrower, any Debtor, other Guarantors or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Notes or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the GuarantorGuarantors's obligations hereunder, including without limitation, any failure, omission, delay or inability on the part of the Agent or any Bank to enforce, assert or exercise any right, power or remedy conferred on the Agent or any Lender under the Credit Agreement or any other Loan Documents (other than the indefeasible payment in full of all of the Guaranteed Obligations).
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Individual Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany other Obligor under any Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations obligation of any other guarantor of Obligor under any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Obligor or its assets or any resulting release or discharge of any obligation of any Debtor, or other Obligor contained in any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the such Individual Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsObligor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Obligor for any reason related to the Credit Agreement, of any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Obligor of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by it under any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative AgentObligor, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the such Individual Guarantor's ’s obligations hereunder. Each Individual Guarantor agrees, jointly and severally, as a primary obligation to indemnify the Lender from time to time on demand from and against any loss incurred by the Lender as a result of any such obligation or liability of any Individual Guarantor set forth in the preceding sentence being or becoming void, voidable, unenforceable or ineffective or being or becoming suspended (whether pursuant to any rehabilitation, reorganization or moratorium proceedings or otherwise) as against such Individual Guarantor for any reason whatsoever, whether or not known to the Lender, the amount of such loss being the amount which the Lender would otherwise have been entitled to recover from such Individual Guarantor.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Subsidiary Guarantors under this Subsidiary Guaranty shall be be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any advance under this Agreement or any Loan Document by operation of law Law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
; (ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
Loan Document; (iiiii) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations security, or any obligations of any guarantee or other guarantor liability of any third party, of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part Obligations of the Guaranteed Obligations;
Borrower or its Subsidiary; (iviii) any change in the corporate existence, structure structure, or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcyBankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Guarantor or its assets or any resulting release or discharge of any obligation of any Debtor, the Obligations of the Subsidiary Guarantors contained in this Agreement or any other guarantor of any of the Guaranteed Obligations;
Loan Document; (viv) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Designated Letter of Credit Issuer, the Designated Hedge Creditor, any Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions;
Loan Document, PROVIDED, HOWEVER, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (viv) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, its Subsidiary for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower under this Agreement or any other guarantor of Loan Document; or (vi) to the Guaranteed Obligationsextent permitted by applicable Law, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor, the Administrative Agent, the Designated Letter of Credit Issuer, the Designated Hedge Creditor, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderGuaranteed Obligations of the Borrower under this Section 11.
Appears in 1 contract
Guaranty Unconditional. Subject The respective obligations of Parent and Household International (each of which is referred to Section 9 hereof, as the "Guarantor" with respect to the obligations that are the subject of the Guarantor its guaranty) hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
by any of the following matters, in the case of Parent's Guaranty, with respect to Seller or any of the TFS Companies, or, in the case of Household International's Guaranty, with respect to Purchaser (i) each entity whose obligations are guaranteed by Parent or Household International, as the case may be, is referred to as a "Guaranteed Entity"): any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of a Guaranteed Entity under this Agreement or any related document in connection with the Guaranteed Obligationstransactions contemplated hereby or thereby (the "Transaction Documents"), whether by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) ; any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(iii) Transaction Document; any release, nonperfection non-perfection or invalidity of any direct or indirect guarantee of or security for any obligation of a Guaranteed Obligations Entity under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) Transaction Document; any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the a Guaranteed Obligations, Entity or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the a Guaranteed Obligations, Entity or its respective assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the a Guaranteed Obligations;
(v) Entity contained in this Agreement; the existence of any claim, setoff set-off, or other rights which the Guarantor may have at any time against any Debtor, any other guarantor of any of the a Guaranteed Obligations, the Administrative Agent, any Lender Entity or any other Personcorporation or person, whether in connection herewith or any unrelated transactions;
(vi) ; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the a Guaranteed Obligations, Entity for any reason related to the Credit Agreement, of this Agreement or any other Loan Transaction Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the performance of any obligation or the payment by of any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor a Guaranteed Entity under the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsTransaction Document; or
(vii) any other act or omission emission to act or delay of any kind by any Debtor, any other guarantor of the a Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or Entity; any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder; provided, however, that Parent shall not be deemed to have waived any counterclaim or defense based on a breach of representation, warranty, or covenant of Purchaser hereunder that would have been a defense to the failure of Seller or any TFS Company to make any payment or perform any obligation in respect of which a claim is made under this Article XIV; and provided further that Household International shall not be deemed to have waived any counterclaim or defense based on a breach of representation, warranty, or covenant of Parent, Seller or any of the TFS Companies hereunder that would have been a defense to the failure of Purchaser to make any payment or perform any obligation in respect of which a claim is made under this Article XIV. The guarantee provided in this Article 14 shall encompass any modification, supplement or amendment of this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Transamerica Finance Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute absolute, except as expressly limited by Section 3, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsPrincipal under the Credit Agreement, any Note, any other Limited Guaranty or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor Guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, any other Limited Guaranty or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Principal under the Credit Agreement, any Note, any other Limited Guaranty, any Loan Document, or any obligations of any other guarantor Guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Principal or any other guarantor Guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Principal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtorthe Principal, or any other guarantor Guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any Debtorthe Principal, any other guarantor Guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Limited Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Principal, or any other guarantor Guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Principal under the Credit Agreement, the Notes, any other Limited Guaranty, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Principal, any other guarantor Guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof8.11, the obligations of the Guarantor hereunder Guarantors under this Article X shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrower (other than any express written settlement, compromise, waiver or release in favor of a Guarantor in its capacity as a guarantor under this Article X) under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to this Agreement (other than this Article X and the Credit Agreement, any other Loan Document defined terms used herein) or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, Borrower or any other guarantor of the Guaranteed Obligations, or its such Borrower’s assets or any resulting release or discharge of any obligation of any Debtor, Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the either Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable applicable Law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor Borrower under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of either Guarantor’s obligations as guarantor hereunder; it being understood that the Guarantor's obligations hereunderforegoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Pentair LTD)
Guaranty Unconditional. Subject to Section 9 hereof, The Guarantor agrees that it is liable hereunder as a principal debtor by way of indemnity and not merely as surety and that the obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(i) 2.3.1 any extension, renewal, settlement, compromise, waiver or release in respect of any payment obligation of FLAG under the Guaranteed ObligationsContract, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) 2.3.2 any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsContract;
(iii) 2.3.3 any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations payment obligation of any other guarantor of any of FLAG under the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsContract;
(iv) 2.3.4 any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsFLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, FLAG or its assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of FLAG contained in the Guaranteed ObligationsContract;
(v) 2.3.5 the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any DebtorASN, any other guarantor of any of the Guaranteed ObligationsFLAG, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit;
(vi) 2.3.6 any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed ObligationsFLAG, for any reason related to reason, of the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsContract, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor FLAG of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor FLAG under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsContract; or
(vii) 2.3.7 any other act or omission to act or delay of any kind by any DebtorASN, any other guarantor of the Guaranteed ObligationsFLAG, the Administrative Agent, any Lender or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor's obligations hereunder.. Notwithstanding any provision of this Guaranty to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or performance of the Guarantied Obligations, that:
2.3.7.1 such Guarantied Obligations are not currently due under the terms of the Contract; or
2.3.7.2 that such Guarantied Obligations have previously been paid or discharge in full; or
Appears in 1 contract
Sources: Guaranty (Flag Telecom Holdings LTD)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Guaranteed ObligationsBorrower under this Agreement or any other Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any Guaranteed Obligations Obligation of the Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting any Debtor, the Borrower or any other guarantor Guarantor or any of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation Obligation of any Debtor, the Borrower under this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the right that any Guarantor may have at any time may have against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, whole or any provision of Applicable Law this Agreement or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrower of any Swap Obligation, or the payment by the Borrower of any other amount payable by it under this Agreement Obligations or Banking Services Obligationsany other Loan Document; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the Guarantor's obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Guarantor Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or of any obligation of any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor or Guarantor, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor or Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any Lender of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor or Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor or Guarantor, or its assets or any resulting release or discharge of any obligation of any Debtorthe Borrower, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor or Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantor Subsidiary Guarantors may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor or Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender Lender, any Affiliate of any of them, or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Borrower, or any other guarantor Subsidiary Guarantor or Guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Borrower, or any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor or Guarantor, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor or Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender Lender, any Affiliate of any of them, or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Sources: Replacement Subsidiary Guaranty (Airnet Systems Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, any Rate Management Transaction, any Bank Product Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any of the Borrowers under the Credit Agreement, any Note, the Security Agreement, the Pledge and Security Agreement, any Rate Management Transaction, any Bank Product Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor of the Borrowers or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorof the Borrowers, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtorof the Borrowers, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against any Debtorof the Borrowers, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtorof the Borrowers, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any Bank Product Transaction, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorsuch Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor of the Borrowers under the Credit Agreement, any Note, any Rate Management Transaction, any Bank Product Transaction or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtorof the Borrowers, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor's ’s obligations hereunder.
Appears in 1 contract
Sources: Guaranty (Midas Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Obligor under any of the Guaranteed ObligationsLoan Documents, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit this Agreement, the Note or any of the other Loan Document or Documents, including, without limitation, any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsincrease in the principal amount of the Loans;
(iiic) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations herefor or any obligations of any other guarantor of any of the Guaranteed Obligationsfor, or any action or failure to act by the Administrative Agentother guarantee of, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsObligors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, of the Obligors or any other guarantor of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation of any Debtor, Obligor contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Obligor or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or Obligor for any other guarantor reason of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Loans or any other amount payable by any Debtor it under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Obligor or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder. In addition, the obligations of the Guarantor hereunder are joint and several with the obligations of each other guarantor or obligor in respect of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Borrower under this Article shall be unconditional and absolute and, without limiting the generality of the foregoing, foregoing shall not be released, discharged or otherwise affected byby the occurrence, one or more times, of any of the following:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of to the Borrower Guaranteed Obligations under any of the Guaranteed Obligationsagreement or instrument, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit this Agreement, any Note, any other Loan Document Document, or any agreement or instrument evidencing or relating to any Swap Agreement Obligations or Banking Services ObligationsBorrower Guaranteed Obligation;
(iiic) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any the Borrower Guaranteed Obligations under any agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, instrument evidencing or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect relating to any collateral securing all or any part of the Borrower Guaranteed Obligations;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed Obligations, its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, its Subsidiaries or its their respective assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of its Subsidiaries contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Borrower may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligationsits Subsidiaries, the Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against any Debtor, other Person for any reason of any agreement or any other guarantor of instrument evidencing or relating to any of the Borrower Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor Person of the Guaranteed Obligations, of the principal of or interest on any of the Borrower Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsPerson, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphArticle, constitute a legal or equitable discharge of the Guarantor's Borrower’s obligations hereunderunder this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder shall be absolute, continuing and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, compromise, settlement, compromisesubstitution, exchange, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation obligations of any other guarantor of Obligor under any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed ObligationsFinancing Documents;
(ii) any amendment, modification or amendment of or supplement to the Credit AgreementNote, this Guaranty or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any releasefailure to perfect a lien, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of if any, granted by any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender Financing Documents with respect to any collateral securing all for the Loan, the release in whole or any in part of any such lien or the Guaranteed Obligationsrelease, substitution or exchange of any collateral for the Loan;
(iv) any change in the corporate existencestructure, structure existence or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsBorrower, or the filing or entry of a final order in any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or releasing any resulting release or discharge Obligor from any of any obligation of any Debtor, or any other guarantor of its obligations under any of the Guaranteed ObligationsFinancing Documents;
(v) the existence of any claim, setoff set-off or other rights right which the Guarantor may have at any time against any DebtorBorrower, Bank or any other guarantor Obligor, whether arising from the execution of any of the Guaranteed ObligationsFinancing Documents or otherwise, provided that nothing contained herein shall prevent the Administrative Agent, any Lender or any other Person, whether assertion of such a claim in connection herewith or any unrelated transactionsa separate suit;
(vi) the unenforceability, for any invalidity or unenforceability relating to or against any Debtorreason, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, obligations of any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on Obligor under any of the Guaranteed Obligations Financing Documents;
(vii) the failure of Bank (A) to file or enforce a claim against any other amount payable Obligor (or its estate in a bankruptcy or other proceeding), (B) to give notice of the creation or incurrence by any Debtor other Obligor of any new or additional indebtedness or obligation under the Credit AgreementFinancing Documents, (C) to commence any other Loan Document action against any Obligor, or (D) to proceed with due diligence to collect any agreement relating amount due to it under any Swap Agreement Obligations of the Financing Documents or Banking Services Obligationsto realize upon any collateral for the Loan; or
(viiviii) any other act or omission act, failure to act or delay of any kind by any DebtorBorrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Obligor or any other Person or any other circumstance whatsoever Bank which might, but for the provisions of this paragraphSection 3, constitute a legal or equitable discharge of the Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the partnership structure or ownership of the Borrower or corporate existence, structure or ownership of any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Culligan under this ---------------------- Article XI shall be unconditional and absolute and, without limiting the ---------- generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrowing Subsidiary under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any Borrowing Subsidiary under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligations, Borrowing Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, Borrowing Subsidiary or any other guarantor of the Guaranteed Obligations, or its such Borrowing Subsidiary's assets or any resulting release or discharge of any obligation of any Debtor, Borrowing Subsidiary contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights right which the Guarantor Culligan may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrowing Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the -------- assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrowing Subsidiary for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrowing Subsidiary of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor Borrowing Subsidiary under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrowing Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the GuarantorCulligan's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder as a guarantor under this Section 14 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, Borrowers or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivc) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrowers, any Debtorother guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of any Debtor, the Borrowers or of any other guarantor of contained in any of the Guaranteed ObligationsLoan Document;
(vd) the existence of any claim, setoff set-off or other rights which that the Guarantor Borrowers or any other guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentAgents, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactionsherewith;
(vie) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrowers, any other guarantor or any other Person or Real Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrowers, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against any Debtor, the Borrowers or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrowers or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments; or
(viih) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative AgentAgents, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderof any Guarantor under this Section 14.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations The Obligations of the Guarantor hereunder Guarantors under this guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
, except for payment of the Obligations and to the extent permitted by Applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, Obligation or any Loan under this Agreement or any Loan Document by operation of law Applicable Law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
; (ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
Loan Document; (iii) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations security, or any obligations of any guarantee or other guarantor liability of any third party, of the Guaranteed Obligations, or any action or failure to act by Obligations of the Administrative Agent, any Lender or any Affiliate of any Lender Borrower with respect to any collateral securing all or any part of the Guaranteed Obligations;
which this guaranty relates; (iv) any change in the corporate existence, structure structure, or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Guarantor or its assets or any resulting release or discharge of any obligation of any Debtor, the Obligations of the Guarantors contained in this Agreement or any other guarantor of any of the Guaranteed Obligations;
Loan Document; (v) the existence of any claim, setoff set-off or other rights which the any Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions;
Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law or regulation purporting to prohibit the payment by any Debtor, the Borrower under this Agreement or any other guarantor of the Guaranteed Obligations, of the principal of Loan Document; or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) to the extent permitted by Applicable Law, any other act or omission to act or delay of any kind by any DebtorBorrower, any other guarantor of the Guaranteed Obligationsa Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderObligations under this Section 5.
Appears in 1 contract
Sources: Loan and Security Agreement (K-Sea Transportation Partners Lp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Guaranteed ObligationsBorrower under this Agreement or any other Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any Guaranteed Obligations Obligation of the Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting any Debtor, the Borrower or any other guarantor Guarantor or any of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation Obligation of any Debtor, the Borrower under this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the right that any Guarantor may have at any time may have against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Credit Agreement, whole or any provision of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Bankruptcy Law or regulation purporting to prohibit the payment or performance by the Borrower of any Debtor, Obligation or any other guarantor the payment by the Borrower of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor it under the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the Guarantor's obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Company under this Article 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under this Agreement or any of its Notes, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating Note of the Borrower (except that the Company's guarantee under this Article 9 shall apply to any Swap Agreement Obligations the obligations of the Borrower as modified, amended or Banking Services Obligationssupplemented thereby);
(iii) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligationsits Notes;
(iv) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, the Borrower contained in this Agreement or any other guarantor of any of the Guaranteed Obligationsits Notes;
(v) the existence of any claim, setoff set-off or other rights which the Guarantor Company may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsof its Notes, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations its Loans or any other amount payable by any Debtor it under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the GuarantorCompany's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Allergan Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Subsidiary Borrower under the Guaranteed ObligationsLoan Documents to which it is a party, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations obligation of any other guarantor of Subsidiary Borrower under any of the Guaranteed Obligations, or any action or failure Loan Document to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligationswhich it is a party;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, or Subsidiary Borrower contained in any other guarantor of any of the Guaranteed ObligationsLoan Document to which it is a party;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Company may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related of any Loan Document to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligationswhich it is a party, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower of the principal of or interest on any of the Guaranteed Obligations its Notes or any other amount payable by it under any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationswhich it is a party; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsSubsidiary Borrower, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the GuarantorCompany's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Foot Locker Inc)
Guaranty Unconditional. Subject to Section 9 hereof8.07, the obligations of each of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, amendment, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsGuaranteed Obligation;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under this Agreement, any other Loan Document or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any the Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations;
(ve) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against any Debtorthe Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit this Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, of the principal Borrower of or interest on any of amount payable by the Guaranteed Obligations Borrower under this Agreement or any other amount payable by Loan Document;
(g) any Debtor under the Credit Agreementlaw, regulation or order of any jurisdiction, or any other Loan Document event, affecting any term of any Guaranteed Obligation or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsrights of the Lender with respect thereto; or
(viih) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the any Guarantor's ’s obligations hereunderunder this Article VIII.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, or any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Obligations or its assets assets, or any resulting release or discharge of any obligation of any Debtorthe Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the any Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor's obligations hereunder.. Notwithstanding any other provision contained in this Guaranty, the Guarantors' joint and several liability with respect to the principal amount of the Guaranteed Obligations shall be no greater than the liability of the Borrower with respect thereto. 108
Appears in 1 contract
Sources: Credit Agreement (Belden Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Guaranteed ObligationsBorrower under this Agreement or any other Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any Guaranteed Obligations Obligation of the Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of the Borrower, any Debtor Guarantor or any other guarantor of any of the Guaranteed ObligationsNN Italy, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower, any DebtorGuarantor, NN Italy or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation Obligation of any Debtor, the Borrower under this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the right that any Guarantor may have or NN Italy at any time may have against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative AgentAgents, any Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, whole or any provision of Applicable Law this Agreement or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrower of any Swap Obligation, or the payment by the Borrower of any other amount payable by it under this Agreement Obligations or Banking Services Obligationsany other Loan Document; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative AgentAgents, any Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the Guarantor's obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. Subject to Section 9 4.14(f) and ---------------------- --------------- Section 12.13, hereof, the obligations of each of the Guarantor U.S. Borrowers ------------- hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether occurring before or after receipt by the Lender of notice of termination of this Guaranty:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of SLQ under any of the Guaranteed ObligationsLoan Documents, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Canadian Term Loan Repayment Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of SLQ under any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Canadian Term Loan Repayment Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor SLQ or any other guarantor of any of the Guaranteed Canadian Term Loan Repayment Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any DebtorSLQ, or any other guarantor of the Guaranteed Canadian Term Loan Repayment Obligations, or its assets or any resulting release or discharge of any obligation of any DebtorSLQ, or any other guarantor of any of the Guaranteed Canadian Term Loan Repayment Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor U.S. Borrowers may have at any time against any DebtorSLQ, any other guarantor of any of the Guaranteed Canadian Term Loan Repayment Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any DebtorSLQ, or any other guarantor of any of the Guaranteed Canadian Term Loan Repayment Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Documents or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any DebtorSLQ, or any other guarantor of the Guaranteed Canadian Term Loan Repayment Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor SLQ under the Credit AgreementLoan Documents;
(vii) any failure or omission to enforce any right, power or remedy with respect to the Canadian Term Loan Repayment Obligations or any other Loan Document part thereof or any agreement relating thereto, or any collateral securing the Canadian Term Loan Repayment Obligations or any part thereof;
(viii) any failure or omission to enforce any right, power or remedy with respect to the Canadian Term Loan Repayment Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Canadian Term Loan Repayment Obligations or any part thereof;
(ix) the application of payments received from any source to the payment of indebtedness other than the Canadian Term Loan Repayment Obligations, any part thereof or amounts which are not covered by this Guaranty even though the Lender might lawfully have elected to apply such payments to any Swap Agreement part or all of the Canadian Term Loan Repayment Obligations or Banking Services Obligationsto amounts which are not covered by this Guaranty; or
(viix) any other act or omission to act or delay of any kind by any DebtorSLQ, any other guarantor of the Guaranteed Canadian Term Loan Repayment Obligations, the Administrative AgentLender, any Lender or any other Person person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantorany U.S. Borrower's obligations hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Emons Transportation Group Inc)
Guaranty Unconditional. Subject to Section 9 10 hereof, the ---------------------- ---------- obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note, or any other Credit Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Note, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Credit Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of other Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note or any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsCredit Document;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor, or its assets or any resulting release or discharge of any obligation of any Debtorthe Borrower, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor;
(v) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentSubsidiary Guarantor, any Lender Beneficiary or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Borrower, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantors, for any reason related to the Credit Agreement, any Subsidiary Guaranty or any other Loan Credit Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment of all or any part of the Obligations by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsSubsidiary Guarantor; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative AgentSubsidiary Guarantor, any Lender Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Borrower under this Article XIV shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any Borrowing Subsidiary under any Loan Document by operation of law or otherwiseotherwise or the exchange, release or any obligation non-perfection of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligationscollateral security therefor;
(iib) any modification or amendment of or supplement to the Credit Agreementany Loan Document;
(c) any compromise, any other Loan Document settlement, modification, amendment, waiver, release, non-perfection or any agreement relating invalidity of or to any Swap Agreement Obligations direct or Banking Services indirect security, guarantee or other liability of any third party, or Borrowing Subsidiary Obligations;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, structure structure, or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed Borrowing Subsidiary Obligations;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Borrower may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrowing Subsidiary, the Administrative Agent, any Lender Agent or any other Person, whether or not arising in connection herewith with this Agreement , provided that nothing herein shall prevent the assertion of any such claim by separate suit or any unrelated transactionscompulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrowing Subsidiary for any reason related to the Credit Agreement, of any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrowing Subsidiary of the principal of or interest on any of the Guaranteed Obligations Borrowing Subsidiary Note or any other amount payable by any Debtor it under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrowing Subsidiary, the Administrative Agent, any Lender Agent or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderof the Borrower under this Article XIV.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Enesco Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any otherwise other guarantor of any of than the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the full payment or performance of the Guaranteed Obligationsthereof;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit Agreement, any other Loan Document Documents or any agreement relating to any Lender Swap Agreement Obligations or Banking Services ObligationsAgreements;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of Guarantor or any of the Guaranteed ObligationsRestricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed ObligationsObligation;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of Guarantor, any of the Guaranteed ObligationsRestricted Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, Restricted Subsidiary for any reason related to of the Credit AgreementLoan Documents, any other Loan Document, any agreement relating to any Lender Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Guarantor or any Restricted Subsidiary of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by the Borrower or any Debtor other Guarantor or any Restricted Subsidiary under the Credit Agreement, any other Loan Document Documents or any agreement relating to any Lender Swap Agreement Obligations or Banking Services ObligationsAgreement; or
(viig) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's ’s obligations hereunder. Furthermore, notwithstanding that the Borrower or the European Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower or the European Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Cardtronics Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany other Obligor or any other Person under any Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower, such Guarantor, any other Guarantor or any obligations of other Person under any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of the Borrower, such Guarantor, any Debtor other Guarantor or any other guarantor of Person or any of the Guaranteed Obligationstheir respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, such Guarantor, any Debtor, other Guarantor or any other guarantor Person or any of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation of the Borrower, such Guarantor, any Debtor, other Guarantor or any other guarantor of Person contained in any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the such Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender Lender, any other Guarantor or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Borrower, any Debtorother Obligor, any other Guarantor or any other guarantor of any of the Guaranteed Obligations, Person for any reason related to of the Credit Agreement, Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed ObligationsBorrower, of the principal of or the interest on any of the Guaranteed Obligations or any other amount payable by the Borrower under any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or other Guarantor, any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's or defense to obligations of such Guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each Guarantor as a guarantor or joint and several obligor under the Guarantor hereunder Loan Documents, including this Section 9, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any Borrower or of any other Guarantor under this Agreement or any other Loan Document or by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivc) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrowers, any Debtorother Guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of any Debtor, Borrower or of any other guarantor of Guarantor contained in any of the Guaranteed ObligationsLoan Document;
(vd) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactionsherewith;
(vie) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against any Borrower, any other Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of any Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against any Debtor, Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrowers or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any of the Guaranteed Obligations Term Note or any other amount payable by any Debtor them under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments; or
(viih) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. Subject (a) Each Guarantor agrees that, to Section 9 hereofthe maximum extent permitted by applicable law, the Guaranteed Obligations and the Loan Documents to which any Borrower is a party may be extended or renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by such Guarantor, and that such Guarantor shall remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or such Loan Documents or any repayment and reborrowing of Loans under the Credit Agreement. The obligations of the Guarantor hereunder shall be Guarantors under this Guaranty are absolute and unconditional and absolute and, without limiting the generality of the foregoing, to the maximum extent permitted by applicable law, the obligations of each Guarantor under this Guaranty shall not be released, discharged discharged, diminished, impaired, reduced or otherwise affected byby the occurrence of any or all of the following:
(i) any extensionmodification, amendment, supplement, renewal, settlementextension for any period, compromiseincrease, waiver decrease, alteration or release in respect rearrangement of any of the Guaranteed Obligations, by operation of law or otherwise, all or any obligation of any other guarantor of any part of the Guaranteed Obligations, or of the Credit Agreement or any default, failure other Loan Document or delay, willful any other document or otherwise, agreement executed in the payment or performance of connection with the Guaranteed Obligations;
(ii) any modification adjustment, indulgence, forbearance or amendment compromise that might be granted or given by any Guaranteed Party to any Guarantor, any Borrower or any other Person liable on the Guaranteed Obligations;
(iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Guarantor, any Borrower or supplement any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution or winding up of any Guarantor or any Borrower, or any sale, lease or transfer of any or all of the assets of any Guarantor or any Borrower, or any changes in the shareholders of any Guarantor or any Borrower, or any reorganization of any Guarantor or any Borrower;
(iv) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or of the Credit Agreement or any other Loan Document or any other document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that (A) the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, (B) the act of creating the Guaranteed Obligations, or any part thereof, is ultra ▇▇▇▇▇, (C) the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (D) the Guaranteed Obligations, or any part thereof, violate applicable usury laws, (E) any Guarantor or any Borrower has valid defenses, claims, and offsets (whether at law or in equity, by agreement or by statute) which render the Guaranteed Obligations wholly or partially uncollectible from any Guarantor or any Borrower, (F) the performance or repayment of the Guaranteed Obligations (or execution, delivery and performance of any document or instrument representing any part of the Guaranteed Obligations or executed in connection with any of the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (G) the Credit Agreement, any other Loan Document Document, or any agreement relating other document or instrument pertaining to any Swap Agreement of the Guaranteed Obligations has been forged or otherwise is irregular or not genuine or authentic;
(v) any full or partial release of the liability of any Guarantor or any Borrower on the Guaranteed Obligations or Banking Services any part thereof, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee, or assure the payment of the Guaranteed Obligations or any part thereof; it being recognized, acknowledged, and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and that such Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that any other Person (including, for the avoidance of doubt, any other Guarantor) shall be liable to perform the Guaranteed Obligations or that any Guaranteed Party shall look to any other Person to perform the Guaranteed Obligations;
(iiivi) any release, nonperfection the taking or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations accepting of any other guarantor of any of the Guaranteed Obligationssecurity, collateral or guaranty, or any action or failure to act by the Administrative Agentother assurance of payment, any Lender or any Affiliate of any Lender with respect to any collateral securing for all or any part of the Guaranteed Obligations;
(ivvii) any change in the corporate existencerelease, structure surrender, exchange, subordination, deterioration, waste, loss or ownership impairment of any Debtor collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any part of the Guaranteed Obligations;
(vviii) the existence failure of any claimGuaranteed Party or any other Person to exercise diligence or reasonable care in the preservation, setoff protection, enforcement, sale or other rights which handling or treatment of all or any part of such collateral, property or security;
(ix) the Guarantor may have at fact that any time against any Debtorcollateral, any other guarantor of any security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed ObligationsObligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien; it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the Administrative Agentvalidity, enforceability, collectibility or value of any collateral for the Guaranteed Obligations;
(x) any payment by any Borrower or any Guarantor to any Guaranteed Party being held to constitute a preference under bankruptcy or insolvency laws, or for any other reason any Guaranteed Party being required to refund such payment or pay over any amount to any Borrower, any Lender Guarantor or any other Person, whether in connection herewith or any unrelated transactions;; or
(vixi) any invalidity other action taken or unenforceability relating omitted to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, for any reason related be taken with respect to the Credit Agreement, this Guaranty, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services the Guaranteed Obligations, or any provision collateral therefor, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor shall be required to pay the Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of Applicable Law or regulation purporting each Guarantor that such Guarantor shall be obligated to prohibit pay the payment by Guaranteed Obligations when due, notwithstanding any Debtoroccurrence, circumstance, event, action, or any other guarantor of omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the Guaranteed Obligations, of the principal of or interest on any full and final payment and satisfaction of the Guaranteed Obligations after the termination of all of the Commitments.
(b) Each Guarantor further agrees that, to the fullest extent permitted by law, as between such Guarantor, on the one hand, and the Guaranteed Parties, on the other hand, (i) the maturity of the Obligations may be accelerated as provided in the Credit Agreement for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing the acceleration of the Obligations as against any other amount payable Borrower, and (ii) in the event of any acceleration (whether by any Debtor under declaration or automatic) of the Obligations as provided in the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement the Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind shall forthwith become due and payable by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but such Guarantor for the provisions purpose of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderGuaranty.
Appears in 1 contract
Sources: Guaranty Agreement (Weatherford International Ltd./Switzerland)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder under the Parent Guaranty shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsIssuer under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Issuer under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Original Issuer or any other guarantor of any of the Guaranteed ObligationsIssuer, or any insolvency, bankruptcy, reorganization reorganization, “concordata” or other similar proceeding affecting any Debtor, the Original Issuer or any other guarantor of the Guaranteed Obligations, Issuer or its respective assets or any resulting release or discharge of any obligation of any Debtor, the Original Issuer or the Issuer contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtorthe Issuer, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Purchaser or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Original Issuer or the Issuer for any Debtor, reason of this Agreement or any Note or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Financing Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Issuer of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor it under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtorthe Issuer, the Original Issuer, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Purchaser or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 9.02, constitute a legal or equitable discharge of the Guarantor's ’s obligations hereunder.
Appears in 1 contract
Sources: Note Purchase Facility Agreement (Tele Norte Leste Participacoes Sa)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Loan Agreement, the Notes or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of Borrower under the Loan Agreement, the Notes, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral Collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, structure structure, name or ownership of any Debtor Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any DebtorBorrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any DebtorBorrower, or any other guarantor of any of the Guaranteed Obligations;
(ve) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any DebtorBorrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Personparty, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against any DebtorBorrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Loan Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any DebtorBorrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Notes or any other amount payable by any Debtor Borrower under the Credit Loan Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any DebtorBorrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person party or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's ’s obligations hereunder.
Appears in 1 contract
Sources: Guaranty (Baron Energy Inc.)
Guaranty Unconditional. Subject to Section 9 hereofTo the extent permitted by Applicable Law, the obligations of the Guarantor hereunder shall be are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsIssuer under this Indenture or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any this Indenture (other Loan Document than this Article VII) or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivc) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Issuer or its assets or any resulting release or discharge of any obligation of any Debtor, the Issuer contained in this Indenture or any other guarantor of any of the Guaranteed ObligationsNote;
(vd) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsIssuer, the Administrative Trustee, the Principal Paying Agent, any Lender the Collateral Agent or any other Person, whether in connection herewith with this Indenture, the Security Documents or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(vie) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Issuer for any reason related to the Credit Agreement, of this Indenture or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Issuer of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Issuer under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; orthis Indenture;
(viif) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsIssuer, the Administrative Trustee, the Principal Paying Agent, any Lender the Collateral Agent or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor's ’s obligations hereunder; or
(g) any defenses (other than full and unconditional payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Guaranty, the Security Documents or this Indenture.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, the Note, the Pledge Agreement or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor Guarantors of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, the Note, the Pledge Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, the Note, the Pledge Agreement any Loan Document, or any obligations of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the any Guarantor may have at any time against the Borrower, any Debtor, other Guarantors or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Note, the Pledge Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the GuarantorGuarantors's obligations hereunder, including without limitation, any failure, omission, delay or inability on the part of the Lender to enforce, assert or exercise any right, power or remedy conferred on the Lender under the Credit Agreement or any other Loan Documents (other than the indefeasible payment in full of all of the Guaranteed Obligations).
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof9, the obligations of each of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, amendment, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsGuaranteed Obligation;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any other Loan Document or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, the Notes Collateral Agent or any Lender or any Affiliate of the Agent, any Lender or the Notes Collateral Agent with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, Agent or any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, of the principal Borrower of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, any Note or any other Loan Document Document;
(vii) any law, regulation or order of any jurisdiction, or any agreement relating to other event, affecting any Swap Agreement Obligations term of any Guaranteed Obligation or Banking Services Obligationsany rights of the Agent or any Lender with respect thereto; or
(viiviii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the any Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof2.03, the obligations of the each Guarantor hereunder under this Article II shall be joint and several, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, and each Guarantor, to the extent permitted by law, hereby waives any defense to any of the obligations hereunder that might otherwise be available on account of:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under any Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any Guaranteed Obligations or any obligations of any other guarantor of any obligation of the Guaranteed Obligations, or Borrower under any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligations, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower contained in any Debtor, or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the a Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith with any Loan Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or any unrelated transactionscompulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations accrued thereon or any other amount payable by the Borrower under any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderof any Guarantor under this Article II.
Appears in 1 contract
Sources: Guaranty (Reschke Michael W)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Parent under this Article X shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than any express written settlement, compromise, waiver or release in favor of the Guaranteed ObligationsParent in its capacity as a guarantor under this Article X) under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to this Agreement (other than this Article X and the Credit Agreement, any other Loan Document defined terms used herein) or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, Borrower or any other guarantor of the Guaranteed Obligations, or its such Borrower’s assets or any resulting release or discharge of any obligation of any Debtor, Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor Parent may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable applicable Law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor Borrower under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Parent’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Pentair Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Borrower Guarantors under this Borrower Guaranty shall be be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any advance under this Agreement or any Loan Document by operation of law Law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
; (ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
Loan Document; (iii) any 100 110 modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations security, or any obligations of any guarantee or other guarantor liability of any third party, of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate Obligations of any Lender with respect to any collateral securing all Borrower or any part of the Guaranteed Obligations;
its Subsidiary; (iv) any change in the corporate existence, structure structure, or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower Guarantor or its assets or any resulting release or discharge of any obligation of any Debtor, the Obligations of the Borrower Guarantors contained in this Agreement or any other guarantor of any of the Guaranteed Obligations;
Loan Document; (v) the existence of any claim, setoff set-off or other rights which the any Borrower Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank, any Designated Swing Line Lender, Designated Letter of Credit Issuer, Designated Hedge Creditor or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions;
Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Debtor, Borrower or any other guarantor of any of the Guaranteed Obligations, its Subsidiary for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, Borrower under this Agreement or any other guarantor of the Guaranteed Obligations, of the principal of Loan Document; or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligationsa Borrower Guarantor, the Administrative Agent, any Lender Bank, any Designated Swing Line Lender, any Designated Letter of Credit Issuer, any Designated Hedge Creditor or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderGuaranteed Obligations of any Borrower under this Section 10.
Appears in 1 contract
Sources: Credit and Security Agreement (Instron Lawrence Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder under this Article shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany other Obligor under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations obligation of any other guarantor of any of the Guaranteed Obligations, Obligor under this Agreement or any action or failure to act by Note (including, without limitation, in the Administrative Agentcase of Newcourt, any Lender or any Affiliate release of any Lender with respect Newcourt USA pursuant to any collateral securing all or any part of the Guaranteed ObligationsSection 9.07 hereof);
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligations, Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Obligor or its assets or any resulting release or discharge of any obligation of any Debtor, other Obligor contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the such Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative other Guarantor, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Obligor for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Note or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Obligor of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor other Obligor under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative other Guarantor, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Cit Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder each Borrower under this Section 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsother Borrower under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote of the other Borrower;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the other Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any the other guarantor of any of the Guaranteed Obligations, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any the other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, the other Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights right which the Guarantor such Borrower may have at any time against any Debtor, any the other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any the other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of this Agreement or any Note of the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsBorrower, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any the other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note of the Guaranteed Obligations other Borrower or any other amount payable by any Debtor the other Borrower under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any the other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantorsuch Borrower's obligations as a guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor OSG hereunder shall be unconditional unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsOSG Bulk or OSG International under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iii) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of OSG Bulk or OSG International under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(iv) any change in the corporate existence, structure or ownership of any Debtor OSG Bulk or any other guarantor of any of the Guaranteed ObligationsOSG International, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, OSG Bulk or any other guarantor of the Guaranteed Obligations, OSG International or its their respective assets or any resulting release or discharge of any obligation of any Debtor, OSG Bulk or OSG International contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(v) the existence of any claim, setoff set-off or other rights which the Guarantor OSG may have at any time against any DebtorOSG Bulk, OSG International, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtor, OSG Bulk or any other guarantor of any of the Guaranteed Obligations, OSG International for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, OSG Bulk or any other guarantor of the Guaranteed Obligations, OSG International of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor OSG Bulk or OSG International under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by any DebtorOSG Bulk or OSG International, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the GuarantorOSG's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 10 hereof, ---------------------- ---------- the obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note, or any other Credit Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document Note, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Credit Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of other Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note or any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsCredit Document;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor, or its assets or any resulting release or discharge of any obligation of any Debtorthe Borrower, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor;
(v) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentSubsidiary Guarantor, any Lender Beneficiary or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against any Debtorthe Borrower, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantors, for any reason related to the Credit Agreement, any Subsidiary Guaranty or any other Loan Credit Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment of all or any part of the Obligations by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsSubsidiary Guarantor; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed Obligations, the Administrative AgentSubsidiary Guarantor, any Lender Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any Guaranteed Obligations obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the partnership structure or ownership of the Borrower or corporate existence, structure or ownership of any Debtor other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Guarantor Guarantors may have at any time against the Borrower, any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any Debtor, other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Borrower, or any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any Debtor, other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under this Agreement, or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of any other guarantor of any of the Guaranteed Obligations, Guarantor under this Agreement or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of Guarantor contained in this Agreement or any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the -------- ---- assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor under the Credit Agreement, Borrower or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsGuarantor under this Agreement; or
(viig) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrower under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of otherwise (except to the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in extent the payment or performance of the Guaranteed Obligationsforegoing expressly releases a Guarantor’s obligations under this Article 10);
(iib) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to Note (other than any Swap Agreement Obligations modification, amendment or Banking Services Obligationssupplement of this Article 10 effected in accordance with Section 11.05);
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of any Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsNote;
(ivd) any change in the corporate legal existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of any Debtor, Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the such Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Loan or any other amount payable by any Debtor it under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to a Guarantor’s obligations hereunder (in each case other than payment in full of the Guarantor's obligations guaranteed hereunder).
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Amended and Restated Credit Agreement, any Note, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower under the Amended and Restated Credit Agreement, any Note, any Loan Document, or any obligations of any other Guarantor or guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the partnership structure or ownership of the Borrower or corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed ObligationsGuarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any Debtorof the Guarantors, or any other guarantor of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantors;
(v) the existence of any claim, setoff or other rights which any of the Guarantor Guarantors may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsBorrower, the Administrative Agent, the Co-Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Amended and Restated Credit Agreement, any other Loan Document, or any agreement relating to any Swap Agreement Obligations or Banking Services Obligationsother guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by any Debtor the Borrower under the Amended and Restated Credit Agreement, the Notes, or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument; or
(vii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Guaranteed ObligationsBorrower, the Administrative Co-Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Borrower Guarantors under the Borrower Guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
, except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, obligation or any Revolving Credit Loan under this Agreement or any Loan Document by operation of law Law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
; (ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document this Agreement or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
Loan Document; (iii) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations security, or any obligations of any guarantee or other guarantor liability of any third party, of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate Obligations of any Lender Borrower or its Subsidiary with respect to any collateral securing all or any part of which the Guaranteed Obligations;
Borrower Guaranty relates; (iv) any change in the corporate existence, structure structure, or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Guaranteed Obligations, Borrower Guarantor or its assets or any resulting release or discharge of any obligation of any Debtor, the Obligations of the Borrower Guarantors contained in this Agreement or any other guarantor of any of the Guaranteed Obligations;
Loan Document; (v) the existence of any claim, setoff set-off or other rights which the any Borrower Guarantor may have at any time against any Debtor, any other guarantor of any of the Guaranteed ObligationsLender, the Administrative Agent, any Lender LC Issuer or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions;
Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Debtor, Borrower or any other guarantor of any of the Guaranteed Obligations, its Subsidiary for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, Document or any provision of Applicable applicable Law or regulation purporting to prohibit the payment by any Debtor, Borrower under this Agreement or any other guarantor of the Guaranteed Obligations, of the principal of Loan Document; or interest on any of the Guaranteed Obligations or any other amount payable by any Debtor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by any Debtora Borrower, any other guarantor of the Guaranteed Obligationsa Borrower Guarantor, the Administrative Agent, any Lender the Lenders, the LC Issuer or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunderBorrower Guaranteed Obligations under this Section 9.
Appears in 1 contract
Sources: Credit Agreement (Unova Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under the Loan Documents, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments;
(iii) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligations obligation of the Borrower or any obligations of any other guarantor of any of Guarantor under the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Documents;
(iv) any change in the corporate existence, structure or ownership of any Debtor the Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtorthe Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of any Debtor, the Borrower or any other guarantor of any of Guarantor contained in the Guaranteed ObligationsLoan Documents;
(v) the existence of any claim, setoff set-off or other rights which the such Guarantor may have at any time against any Debtorthe Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender LC Issuing Bank, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against any Debtor, the Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to of the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, the Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any of the Guaranteed Obligations Note or any other amount payable by the Borrower or any Debtor other Guarantor under the Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocuments; or
(vii) any other act or omission to act or delay of any kind by any Debtorthe Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender LC Issuing Bank, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Guarantor hereunder Company under this Section 10 shall be absolute, unconditional and absolute irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsCanadian Borrower under this Agreement or any other Loan Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services ObligationsDocument;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any Guaranteed Obligations obligation of the Canadian Borrower under this Agreement or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsLoan Document;
(ivd) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Guaranteed Obligations, Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, the Canadian Borrower or any other guarantor of the Guaranteed Obligations, or its Canadian Borrower’s assets or any resulting release or discharge of any obligation of any Debtor, the Canadian Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights right which the Guarantor Company may have at any time against any Debtorthe Canadian Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative either Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Guaranteed Obligations, Canadian Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Guaranteed Obligations, Canadian Borrower of the principal of or interest on any of the Guaranteed Obligations other Loan Document or any other amount payable by any Debtor the Canadian Borrower under the Credit this Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(viig) any other act or omission to act or delay of any kind by any Debtorthe Canadian Borrower, any other guarantor of the Guaranteed Obligations, the Administrative either Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's Company’s obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Smith a O Corp)