Guaranty Unconditional. Subject to Section 9 hereof, the obligations of 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, 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 Agreement, any Note, any Rate Management Transaction or any other Loan Document; (iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor; (v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or (vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’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 Subsidiary each Guarantor hereunder as a guarantor or joint and several obligor under the 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, either Borrower or of any other Guarantor under this Agreement or any other Loan Document or by operation of law or otherwise, or of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the BorrowerBorrowers, any other Guarantor, or any Guarantorof their respective assets, or its assets or any resulting release or discharge of any obligation of the Borrower, either Borrower or of any other GuarantorGuarantor contained in any Loan Document;
(vd) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, Bank 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 either 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 either Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower, either Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrowers or any other Guarantor, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrower them under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments; or
(viih) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, Bank 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 any Subsidiary Guarantor’s the obligations hereunderof the Guarantors under the Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Hub Group Inc), Credit Agreement (Hub Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 ObligationsBorrower under this Agreement or any Letter of Credit or the exchange, by operation of law release or otherwise, or non-perfection of any obligation of any other Guarantorcollateral security therefor (including, or any defaultwithout limitation, failure or delay, willful or otherwise, in the payment or performance of collateral pledged under the Guaranteed ObligationsCollateral Trust Agreement);
(iib) any modification or amendment of or supplement to the this Agreement, any NoteLetter of Credit, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Collateral Trust Agreement, any Note, any Rate Management Transaction, or any other Loan Document, or any obligations the termination of the Collateral Trust Agreement or the release of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligationspledged thereunder;
(ivc) any change in the corporate existence, structure or ownership of the Borrower or any other GuarantorSubsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other GuarantorSubsidiary or their respective assets;
(vd) the existence of any claim, setoff set-off or other rights which any of the Guarantors TLGI may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, Borrower or any other Guarantor of any of the Guaranteed Obligations, Pledgor Subsidiary for any reason related to the of any provision or all of this Agreement, any Rate Management Transactionthe Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note Revolving Loan or any other amount payable Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower under the Agreement, any Note, any Rate Management Transaction or of any other Obligation hereunder or under any of the other Loan DocumentDocuments or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(viif) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s TLGI'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 Guarantor agrees that the obligations of Subsidiary 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, or the time for performance of any obligation of any other Guarantor, all or any default, failure or delay, willful or otherwise, in the payment or performance portion of the Guaranteed Obligations;
; (iib) any the modification or amendment in any manner (whether or not material) of the Merger Agreement or supplement to the AgreementGuaranteed Obligations; (c) any failure, any Notedelay or lack of diligence on the part of the Company, any Rate Management Transaction or any other Loan Document;
(iii) Person to enforce, assert or exercise any releaseright, nonperfection privilege, power or invalidity of remedy conferred on the Company or any direct or indirect security for any obligation of the Borrower other Person under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, Merger or any obligations of any other Guarantorat law, or any action or failure to act by on the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower Parent or any other GuarantorMerger Sub, or any including, without limitation, by reason of bankruptcy, 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 the Borrower, Parent or any Guarantor, Merger Sub or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Parent or Merger Sub’s or any other Guarantor;
party's obligations pursuant to the Merger Agreement; and (vf) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against Parent, Merger Sub or the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of themCompany, or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against , provided that nothing herein shall prevent the Borrower, or any other Guarantor 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 Agreement, any Rate Management Transaction, any other Loan Document, 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 the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay performance of any kind by Guaranteed Obligations that (i) such Guaranteed Obligations are not currently due and payable, (ii) such Guaranteed Obligations have been paid or performed in full or (iii) the Borrower, any other Guarantor, Company (prior to the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, Effective Time) or any other Person relevant Third Party Beneficiary (as defined below) shall have expressly released its rights to such Guaranteed Obligations in connection with a settlement or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary 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 obligations of Subsidiary Guarantor each of the 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 Guarantorguarantor 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 Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, Document or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the Borrower, or any other Guarantor guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management TransactionNote, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Note, any Rate Management Transaction Note or any other Loan Document;
(vii) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Lender’s rights with respect thereto; or
(viiviii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’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 Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, this Agreement or any Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any obligation of the any Subsidiary Borrower under the Agreement, this Agreement or any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorSubsidiary Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, such Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, such Subsidiary Borrower contained in this Agreement or any other GuarantorNote;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Toro may have at any time against the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan DocumentNote, or any provision of applicable law Applicable Law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Subsidiary Borrower of the principal of or interest on any Note or any other amount payable by the Borrower it under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary GuarantorToro’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 Subsidiary Guarantor the 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 obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or of any obligation of any other Guarantor, or guarantor of any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(iib) any modification modification, amendment, renewal or amendment restatement of or supplement to the Credit Agreement, any Note, any Rate Management Transaction Note or any other Loan Document;
(iiic) any release, nonperfection exchange, enforcement, waiver, (whether intentional or invalidity unintentional) nonperfection, invalidity, purchase at a public or private sale, or application and direction of order or manner of sale in the Agent's discretion, of any direct or indirect security or any part thereof for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transactionthe Security Agreement (Capital Stock and Partnership Interest), any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Borrower or any other Guarantorguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother guarantor of any of the Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantorguarantor of any of the Obligations;
(ve) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against the 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, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantorguarantor of any of the Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Note, any Rate Management Transaction the Notes or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate guarantor of any of themthe Obligations, the 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 any Subsidiary Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Lennar Corp), Credit Agreement (LNR Property Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any 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 the Borrower or any Guarantor or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer Guarantor or any Lender, any Affiliate other guarantor of any of themthe Guaranteed Obligations, the Agent, 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 the Borrower, or any other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (JDN Realty Corp), Credit Agreement (JDN Realty Corp)
Guaranty Unconditional. Subject to Section 9 hereofEach Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of Subsidiary such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this Section 3.5, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, or by reason of any waiver or release in respect omission of the Company, the Trustee and the Holders, or any of the Guaranteed Obligationsthem, by operation of law or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Company, the Trustee and the Holders, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any of them with respect to any collateral securing all or any part of further dealings among the Guaranteed Obligations;
(iv) any change in Company, the corporate existence, structure or ownership of Trustee and the Borrower or any other GuarantorHolders, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and each Guarantor hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 2 contracts
Sources: Supplemental Indenture (Equity One, Inc.), Supplemental Indenture (Equity (Texas) One Creekside LP)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of Subsidiary 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 of any obligation of any other Guarantorguarantor 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 other Loan Document or any other Loan Documentagreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, Guaranteed Obligations or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 any Debtor or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowerany Debtor, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrowerany Debtor, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors Guarantor may have at any time against the Borrowerany Debtor, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the Borrowerany Debtor, 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 the Borrowerany Debtor, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note of the Guaranteed Obligations or any other amount payable by the Borrower any Debtor under the Credit Agreement, any Note, any Rate Management Transaction other Loan Document or any other Loan Documentagreement 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 the Borrowerany Debtor, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s '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 Subsidiary 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 Reimbursement Agreement, any Reimbursement Note, or any other Loan Document, by operation of law or otherwise, otherwise or of any obligation of any other Guarantor, or guarantor of 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 Reimbursement Agreement, any Reimbursement Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrower under the Reimbursement Agreement, any Reimbursement Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Borrower or corporate structure or ownership of any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer Guarantor or any Lender, any Affiliate other guarantor of any of themthe Guaranteed Obligations, the Agent, 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 the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Reimbursement Agreement, any Rate Management Transaction, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Reimbursement Note or any other amount payable by the Borrower under the Reimbursement Agreement, any Notethe Reimbursement Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Sources: Reimbursement Agreement (Gables Residential Trust), Reimbursement Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. Subject to Section 9 10 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 obligation of the Guaranteed ObligationsBorrowers under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or of any obligation of any other Guarantor, or guarantor of 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 Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower Borrowers under the Credit Agreement, any Note, any Rate Management Transactionsecurity agreement, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate or limited liability company existence, structure or ownership of any of the Borrower Borrowers or any other Guarantorguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the BorrowerBorrowers, or any Guarantorother guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of any of the BorrowerBorrowers, or any other Guarantorguarantor of any of the Obligations;
(ve) the existence of any claim, setoff or other rights which any of the Guarantors Subsidiary Guarantor may have at any time against any of the BorrowerBorrowers, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Obligations, the 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 of the BorrowerBorrowers, 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, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerBorrowers, or any other Guarantorguarantor of the Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower Borrowers under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the BorrowerBorrowers, any other Guarantorguarantor of the Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any the Subsidiary Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Subsidiary Guaranty (Finish Line Inc /In/), Subsidiary Guaranty (Finish Line Inc /In/)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantor 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 of any obligation of any other Guarantorguarantor 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 Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 Parent or the US Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US 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, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC the L/C Issuer, any the Swing Line Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Core Laboratories N V), Credit Agreement (Core Laboratories N V)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Credit Agreement or any other Loan Credit Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, this Credit Agreement or any other Loan Credit Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate organizational existence, structure or ownership of the Borrower or any other GuarantorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, Borrower contained in this Credit Agreement or any other GuarantorCredit Document;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors such Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, Borrower for any reason of this Credit Agreement or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit the Borrowing by the Borrower or the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note the Loans or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction this Credit Agreement or any other Loan Credit Document; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary such Guarantor’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 Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Credit Agreement or any other Loan Credit Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, this Credit Agreement or any other Loan Credit Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate organizational existence, structure or ownership of the Borrower or any other GuarantorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, Borrower contained in this Credit Agreement or any other GuarantorCredit Document;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Holdings may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, Borrower for any reason of this Credit Agreement or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit the Borrowing by the Borrower or the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note the Loans or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction this Credit Agreement or any other Loan Credit Document; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary 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 Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other GuarantorGuarantor contained in the Loan Documents;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to of the Agreement, any Rate Management Transaction, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note Loan or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Guarantor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’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 Subsidiary Guarantor the 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 ObligationsBorrowers under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrower Borrowers under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Borrower Borrowers or corporate structure or ownership of any other Guarantor or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the BorrowerBorrowers, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 BorrowerBorrowers, or any other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerBorrowers, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower Borrowers under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the BorrowerBorrowers, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Gables Realty Limited Partnership), Credit Agreement (Gables Residential Trust)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(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 obligation Obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, this Agreement or any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower, Borrower or any GuarantorGuarantor or any of their respective assets, or its assets or any resulting release or discharge of any obligation Obligation of the Borrower, Borrower under this Agreement or any other GuarantorLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which right that any of the Guarantors may have Guarantor at any time may have against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lenderthe Issuing Bank, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Agreement, whole or any Rate Management Transaction, provision of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrower, Borrower of any Obligation or any other Guarantor, the payment by the Borrower of the principal of or interest on any Note or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuerthe Issuing Bank, any Lender, any Affiliate of any of them, 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 obligations of any Subsidiary Guarantor’s obligations hereunderGuarantor 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 The obligations of Subsidiary Guarantor hereunder the 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Subsidiary Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure Document to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorSubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, or any other GuarantorSubsidiary Borrower contained in any Loan Document to which it is a party;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Company may have at any time against the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related of any Loan Document to the Agreement, any Rate Management Transaction, any other Loan Documentwhich it is a party, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Subsidiary Borrower of the principal of or interest on any Note of its Notes or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocument to which it is a party; or
(viig) any other act or omission to act or delay of any kind by the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantorthe 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 Subsidiary 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 of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Borrower or corporate structure or ownership of any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer Guarantor or any Lender, any Affiliate other guarantor of any of themthe Guaranteed Obligations, the Agent, 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 the Borrower, or any other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s '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 The obligations of Subsidiary 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 of the Guaranteed ObligationsObligation, by operation of law or otherwise, or of any obligation of any other 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 Agreement, any Note, any Rate Management Transaction or any other Loan DocumentGuaranteed Obligation;
(iii) to the extent permitted by law, any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed ObligationsObligation;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation of the Borrower, or any other GuarantorGuaranteed Obligation;
(v) the existence of any claim, setoff set-off or other rights which any of the Guarantors such Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, any LC Issuer or any LenderIssuing Bank, any Affiliate of any of them, 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, of all or any other Guarantor of any part of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of all or any part of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentGuaranteed Obligations; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, any LC IssuerIssuing Bank, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Tekni Plex Inc), Credit Agreement (Tekni Plex Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor the Company 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 GuarantorBorrowing Subsidiary under this Agreement, any Note or any defaultLetter of Credit Reimbursement Agreement or Local Currency Addendum or the exchange, failure release or delay, willful or otherwise, in the payment or performance non-perfection of the Guaranteed Obligationsany collateral security therefor;
(ii) any modification or amendment of or supplement to the this Agreement, any Note, any Rate Management Transaction Note or any other Loan Document;Letter of Credit Reimbursement Agreement or Local Currency Addendum:
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower or any other GuarantorBorrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantorassets;
(viv) the existence of any claim, setoff set-off or other rights which any of the Guarantors Company may have at any time against any Borrowing Subsidiary, the BorrowerAgent, the Euro-Agent, any other Guarantor, the Administrative Local Currency Agent, Swingline Lender, LC Issuer or any LenderBank, any Affiliate of any of them, Issuing 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;
(viv) any invalidity or unenforceability relating to or against the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrowing Subsidiary for any reason related to the of any provision or all of this Agreement, any Rate Management Transaction, Note or any other Loan DocumentLetter of Credit Reimbursement Agreement or Local Currency Addendum, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrowing Subsidiary of the principal of or interest on any Note Advance or any other amount payable by the Borrower it under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viivi) any other act or omission to act or delay of any kind by any Borrowing Subsidiary, the BorrowerAgent, the Euro-Agent, any other Guarantor, the Administrative Local Currency Agent, Swingline Lender, LC Issuerany Bank, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantorthe Company’s obligations hereunderhereunder or a Borrowing Subsidiary’s obligations under this Agreement.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement (Ecolab Inc), Multicurrency Credit Agreement (Ecolab Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower under the Agreement, any Note, any Rate Management Transaction, this Agreement or any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate organizational existence, structure or ownership of the Borrower or any other GuarantorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, any Borrower contained in this Agreement or any other GuarantorLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors such Guarantor may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Agreement, any Rate Management Transaction, of this Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note Loan or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary such Guarantor’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 hereofEach Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of Subsidiary such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this Section 2.5, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, or by reason of any waiver or release in respect omission of the Company, the Trustee and the Holders, or any of the Guaranteed Obligationsthem, by operation of law or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Company, the Trustee and the Holders, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any of them with respect to any collateral securing all or any part of further dealings among the Guaranteed Obligations;
(iv) any change in Company, the corporate existence, structure or ownership of Trustee and the Borrower or any other GuarantorHolders, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and each Guarantor hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 2 contracts
Sources: Supplemental Indenture (Equity One Inc), Supplemental Indenture (Equity One Inc)
Guaranty Unconditional. Subject to Section 9 hereofEach Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of Subsidiary such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this Section 2.5, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, or by reason of any waiver or release in respect omission of the Company, the Trustee and the Holders, or any of the Guaranteed Obligationsthem, by operation of law or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Company, the Trustee and the Holders, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any of them with respect to any collateral securing all or any part of further dealings among the Guaranteed Obligations;
(iv) any change in Company, the corporate existence, structure or ownership of Trustee and the Borrower or any other GuarantorHolders, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and each Guarantor hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 2 contracts
Sources: Supplemental Indenture (Equity One Inc), Supplemental Indenture (Equity One Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 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 with respect of to any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement or any other Facility Document, by operation of law or otherwise, or of any obligation of any other Guarantor, or guarantor of any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or modification, amendment of or supplement to the Agreement, any Note, any Rate Management Transaction Credit Agreement or any other Loan Facility Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrower or its assets or any other guarantor of any of the Guaranteed Obligations or its assets, or any resulting release or discharge of any obligation of the Borrower, Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations;
(viv) the existence of any claim, setoff or other rights right which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Guaranteed Obligations, the Lender or any other Personperson, whether in connection herewith with the Credit Agreement, any other Facility Document, or any unrelated transactions;
(viv) any the invalidity or unenforceability relating to unenforceability, regardless of the reason, of the Credit Agreement, any other Facility Document or against any provision thereunder concerning rights or obligations of the Borrower, Borrower or any other Guarantor guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, any other Loan Document, or ;
(vi) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, guarantor of the Guaranteed Obligations of the principal of under or interest on any Note the Credit Agreement or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Facility Document; or;
(vii) any other act failure or omission to act enforce any right, power or remedy: (a) under the Credit Agreement or any other Facility Document, or (b) with respect to any or all of the Guaranteed Obligations;
(viii) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, any part thereof or indebtedness which is otherwise not covered by this Guaranty even though the Lender might lawfully have elected to apply such payments to all or any part of the Guaranteed Obligations or to indebtedness which is not covered by this Guaranty;
(ix) any release, nonperfection or invalidity of any direct or indirect security, regardless of when granted, for any obligation of the Borrower under the Credit Agreement or any other Facility Document, or any release or invalidity of obligations of any other guarantor of any of the Guaranteed Obligations; or
(x) any other act, omission or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, Lender or any Lender, any Affiliate of any of themother person, or any other Person or any other circumstance whatsoever whatsoever, which might, but for the provisions of this paragraphSection 2, constitute a legal or equitable discharge of any Subsidiary the Guarantor’s 's obligations hereunder.
Appears in 2 contracts
Sources: Guaranty (Edison Schools Inc), Guaranty (Edison Schools Inc)
Guaranty Unconditional. Subject Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Indenture or the Securities, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of Subsidiary Guarantor the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this paragraph of this Guaranty, settlementbe deemed a legal or equitable discharge of a Guarantor or surety or guarantor, compromise, waiver or release in respect by reason of any waiver, omission of the Guaranteed ObligationsTrustee or the Holders, by operation or any of law them, or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Trustee or the Holders, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any of them with respect to any collateral securing all or any part of further dealings between the Guaranteed Obligations;
(iv) any change in Company, the corporate existenceTrustee, structure or ownership of and the Borrower or any other GuarantorHolders, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other PersonGuarantor or guarantor or surety, whether in connection herewith or and each Guarantor hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 2 contracts
Sources: Supplemental Indenture (Irt Property Co), Supplemental Indenture (Irt Property Co)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, or guarantor of 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, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Amended and Restated Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Borrower or any other corporate structure or ownership of the Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerBorrower or the Guarantor, or any Guarantor, or its of their assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other the Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lenderthe Co-Agent, any Affiliate of any of them, 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 other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Amended and Restated Credit Agreement, any Rate Management Transaction, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note or any other amount payable by the Borrower under the Amended and Restated Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Co-Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 ObligationsForeign Currency Borrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Foreign Currency Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Foreign Currency Borrower or corporate structure or ownership of any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Foreign Currency Borrower, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Foreign Currency Borrower, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors Guarantor may have at any time against the Foreign Currency Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 Foreign Currency Borrower, or any other Guarantor guarantor of any of the Guaranteed Obligations, for any 141 150 reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any other Guarantee, or the lack of legal existence of the Foreign Currency Borrower, or any provision of applicable law or regulation purporting to prohibit or make illegal the payment by the Foreign Currency Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Foreign Currency Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document, or the performance of any other obligation or undertaking of the Foreign Currency Borrower under the Credit Agreement, any other Loan Document, or any other Guarantee or otherwise making any of the Guaranteed Obligations irrecoverable from the Foreign Currency Borrower for any reason; or
(vii) 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 the Foreign Currency 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
(viii) any other act or omission to act or delay of any kind by the Foreign Currency Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s 's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Russell Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor the 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 of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 Guarantor or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer Guarantor or any Lender, any Affiliate other guarantor of any of themthe Guaranteed Obligations, the Agent, 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 the Borrower, or any other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; oror 96 104
(vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (JDN Realty Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any otherwise other Guarantor, or any default, failure or delay, willful or otherwise, in than the full payment or performance of the Guaranteed Obligationsthereof;
(iib) any modification modification, amendment or amendment waiver of or supplement to the AgreementLoan Documents, any Note, any Rate Management Transaction Lender Swap Agreements or any other Loan Documentdocument evidencing the Obligations;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the any Borrower or any other GuarantorGuarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, or any other Guarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of the Borrower, or any other GuarantorObligation;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the any Borrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 any Borrower, or any other Guarantor of or any of the Guaranteed Obligations, Restricted Subsidiary for any reason related to of the Loan Documents, any Lender Swap Agreement, any Rate Management Transaction, any other Loan Document, document evidencing the Obligations or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any Borrower or any other Guarantor, Guarantor or any Restricted Subsidiary of the principal of or interest on any Note Loan or any other amount payable by the any Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentGuarantor or any Restricted Subsidiary in respect of the Obligations; or
(viig) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’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 Subsidiary 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 of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, or any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any 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 the Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Borrower or any Guarantor, other guarantor of the Guaranteed Obligations or its assets assets, or any resulting release or discharge of any obligation of the Borrower, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 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, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note Loan or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s '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 Subsidiary 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, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or of any obligation of any other Guarantorguarantor 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;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower Principals under the Credit Agreement, any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower any Principal or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowerany Principal, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrowerany Principal, or any other Guarantorguarantor of any of the Guaranteed Obligations or the Rate Management Transactions;
(ve) the existence of any claim, setoff or other rights which any of the Subsidiary Guarantors may have at any time against the Borrowerany Principal, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against the Borrowerany Principal, 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, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrowerany Principal, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower Principals under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Borrowerany Principal, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the (a) The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(iiid) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower under the Agreement, any Note, any Rate Management Transaction, this Agreement or any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ive) any change in the corporate organizational existence, structure or ownership of the Borrower or any other GuarantorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, any Borrower contained in this Agreement or any other GuarantorLoan Document;
(vf) the existence of any claim, setoff set-off or other rights which any of the Guarantors such Guarantor may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Agreement, any Rate Management Transaction, of this Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit any Borrowing by any Borrower or the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note Loan or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document; or
(viih) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary such Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor the 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Subsidiary Borrower under the this Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorSubsidiary Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, or any other GuarantorSubsidiary Borrower contained in this Agreement;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Parent may have at any time against the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related to the of this Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Subsidiary Borrower of the principal of or interest on any Note Loan or any other amount payable by the any Subsidiary Borrower under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s or defense to the Parent's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Sunbeam Corp/Fl/)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of Subsidiary Guarantor each of the 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 of any obligation of any other Guarantorguarantor 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 Agreement, any Note, any Rate Management Transaction Credit Agreement or any other Loan Document;
(iii) any releasereleases, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower Principal under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 Principal or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the BorrowerPrincipal, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Subsidiary Guarantors may have at any time against the BorrowerPrincipal, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the BorrowerPrincipal, 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, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerPrincipal, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower Principal under the Agreement, any Note, any Rate Management Transaction Credit Agreement or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s obligations hereunder.
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 of any obligation of any other Guarantorguarantor 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;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower Borrowers under the Credit Agreement, any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the any Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the any Borrower, or any other Guarantorguarantor of any of the Guaranteed Obligations or the Rate Management Transactions;
(ve) the existence of any claim, setoff or other rights which any of the Guarantors Subsidiary Guarantor may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against the any 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, or any provision of applicable law or regulation purporting to prohibit the payment by the any Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower Borrowers under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any the Subsidiary Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor the 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 of any obligation of any other Guarantor, or guarantor of 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 Agreement, any Note, any Rate Management Transaction or any other Loan Operative Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower Lessee under the Agreement, any Note, any Rate Management Transaction, any other Loan Operative Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower Lessee or corporate structure or ownership of any other Guarantor or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerLessee, or any Guarantorother Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the BorrowerLessee, or any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, recoupment, setoff or other rights which any of the Guarantors may have at any time against the BorrowerLessee, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer Guarantor or any Lender, any Affiliate other guarantor of any of themthe Guaranteed Obligations, the Lessor or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against , provided that nothing herein shall prevent the Borrower, or any other Guarantor assertion of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, any other Loan Document, such claim by separate suit or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunder.compulsory counterclaim;
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction Loan Document or any other of the Obligations or any execution or delivery of any additional Loan Document;
Documents; (iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, or any other Person under any Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorPerson or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Borrower or any Guarantor, other Person or its any of their assets or any resulting release or discharge of any obligation (including any of the Borrower, Obligations) of the Borrower or any other Guarantor;
Person under any Loan Document; (ve) the existence of any claim, setoff set-off, defense, counterclaim, withholding or other rights which any of right that the Guarantors Guarantor or the Borrower may have at any time against the Borrower, any other Guarantor, Person (including the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, Borrower or any other Guarantor of any of the Guaranteed Obligations, Person for any reason related to the Agreement, of any Rate Management Transaction, Obligation or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by the Borrower, Borrower or any other GuarantorPerson, of the principal of or interest on any Note or any other amount payable by the Borrower denies that it has any or further liability or obligation under the Agreementany Loan Document, or purports to revoke, terminate or rescind any Note, Obligation or provision of any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunder.44
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, or guarantor of 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, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrower under the Credit Agreement, any Term Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 Guarantor or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer Guarantor or any Lender, any Affiliate other guarantor of any of themthe Guaranteed Obligations, the Agent, 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 the Borrower, or any other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Term Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunder.other
Appears in 1 contract
Guaranty Unconditional. Subject The Guarantor acknowledges and agrees that no change in the nature or terms of the Guarantied Obligations or any of the Guarantied Agreements, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of Subsidiary the Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this paragraph of this Guaranty, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, waiver or release in respect by reason of any waiver, omission of the Guaranteed ObligationsGuarantied Parties, by operation or any of law them, or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Guarantied Parties, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any of them with respect to any collateral securing all or any part of further dealings between the Guaranteed Obligations;
(iv) any change in Borrowers and the corporate existence, structure or ownership of the Borrower or any other GuarantorGuarantied Parties, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof8.07, the obligations of Subsidiary Guarantor each of the 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 of any obligation of any other Guarantorguarantor 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 Agreement, any Note, any Rate Management Transaction other Loan Document or any other Loan DocumentGuaranteed Obligation;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the this Agreement, any Note, any Rate Management Transaction, any other Loan Document, Document or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations;
(ve) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Guaranteed Obligations, the Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against the Borrower, or any other Guarantor guarantor of any of the Guaranteed Obligations, for any reason related to the this Agreement, any Rate Management Transaction, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal Borrower of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or any rights of the Lender with respect thereto; or
(viih) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s obligations hereunderunder this Article VIII.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of 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 of any obligation of any other Guarantorguarantor 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 Loan Agreement, any Note, any Rate Management Transaction the Notes or any other Loan Document;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Loan Agreement, any Note, any Rate Management Transactionthe Notes, any other Loan Document, or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(ve) the existence of any claim, setoff or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Guaranteed Obligations, any Lender or any other Personparty, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against the Borrower, or any other Guarantor guarantor of any of the Guaranteed Obligations, for any reason related to the Loan Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note the Notes or any other amount payable by the Borrower under the Loan Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Guaranty (Baron Energy Inc.)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor hereunder the 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 of any obligation of any other 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan DocumentNote of the Borrower (except that the Company's guarantee under this Article 9 shall apply to the obligations of the Borrower as modified, amended or supplemented thereby);
(iii) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, this Agreement or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, Borrower contained in this Agreement or any other Guarantorof its Notes;
(v) the existence of any claim, setoff set-off or other rights which any of the Guarantors Company may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan Documentof its Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note of its Loans or any other amount payable by the Borrower it under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Allergan Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other 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 Agreement, this Agreement or any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Agreement, this Agreement or any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other GuarantorGuarantor contained in this Agreement or any Note;
(v) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentGuarantor under this Agreement; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s '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 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 obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Credit Document, by operation of law or otherwise, otherwise or of any obligation of any other Guarantor, or guarantor of 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 Credit Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Credit Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure structures or ownership of the Borrower or any other Guarantorguarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother guarantor of the Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantorguarantor of any of the Obligations;
(v) the existence of any claim, setoff setoff, or other rights which any of the Guarantors Subsidiary Guarantor may have at any time against the Borrower, any other Guarantorguarantor of any of the Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 other Guarantor guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantorguarantor of the Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Credit Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any 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 equitable, discharge of any Subsidiary Guarantor’s 's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (CBRL Group Inc)
Guaranty Unconditional. Subject Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Guaranteed Agreements, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the purpose and intent of such Guarantor, the Banks, the Syndication Agent, the Documentation Agent, the Managing Agents and the Administrative Agent that the covenants, agreements and all liabilities and obligations of Subsidiary such Guarantor hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, such Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this paragraph of this Guaranty, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, waiver or release in respect by reason of any waiver, omission of the Guaranteed ObligationsBanks, by operation the Syndication Agent, the Documentation Agent, the Managing Agents and the Administrative Agent, or any of law them, or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Banks, the Syndication Agent, the Documentation Agent, the Managing Agents and the Administrative Agent, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings between the Borrower, the Banks, the Syndication Agent, the Documentation Agent, the Managing Agents and the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and such Guarantor hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 1 contract
Sources: Loan Agreement (Metrocall Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary each Guarantor hereunder as a guarantor or joint and several obligor under the 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the BorrowerBorrowers, any other Guarantor, or any Guarantorof their respective assets, or its assets or any resulting release or discharge of any obligation of the Borrower, any Borrower or of any other GuarantorGuarantor contained in any Loan Document;
(vd) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the BorrowerAgent, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, any Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrowers or any other Guarantor, Guarantor of the principal of or interest on any Term Note or any other amount payable by the Borrower them under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments; or
(viih) any other act or omission to act or delay of any kind by the BorrowerAgent, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the 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 The obligations of Subsidiary 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 of any obligation of any other Guarantor, or Guarantors of 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 Notethe Notes, any Rate Management Transaction the Pledge Agreements or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, the Notes, the Pledge Agreements any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, Guarantor or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate other guarantor of any 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 the Borrower or any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer Guarantors or any Lender, any Affiliate other guarantor of any of themthe Guaranteed Obligations, the Agent, 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 the Borrower, or any other Guarantor 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, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note the Notes or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction the Pledge Agreements or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the Guarantors'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 Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Obligor under any Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, other Obligor or its assets or any resulting release or discharge of any obligation of the Borrower, or any other GuarantorObligor contained in any Loan Document;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors such Individual Guarantor may have at any time against the Borrower, any other GuarantorObligor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, or any other Guarantor of any of the Guaranteed Obligations, Obligor for any reason related to the Agreement, of any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Obligor of the principal of or interest on any Note the Loan or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Borrowerany other Obligor, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary such Individual Guarantor’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 Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the BorrowerBorrowers, any other guarantor, or any Guarantorof their respective assets, or its assets or any resulting release or discharge of any obligation of the Borrower, Borrowers or of any other Guarantorguarantor contained in any Loan Document;
(vd) the existence of any claim, setoff set-off or other rights which that the Borrowers or any of the Guarantors other guarantor may have at any time against the BorrowerAgents, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, Borrowers or any other Guarantor of any of the Guaranteed Obligations, guarantor for any reason related to the Agreement, any Rate Management Transaction, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrowers or any other Guarantor, guarantor of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments; or
(viih) any other act or omission to act or delay of any kind by the BorrowerAgents, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 obligations of any Subsidiary Guarantor’s obligations hereunderGuarantor under this SECTION 14.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, The Guarantor agrees that the obligations of Subsidiary 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 following: (a) extensions (whether or not material) of the time for performance of all or any portion of the Guaranteed ObligationsObligations; (b) the modification or amendment in any manner (whether or not material) of the Merger Agreement or the Guaranteed Obligations; (c) any failure, by operation delay or lack of law or otherwise, or diligence on the part of any obligation of any other Guarantorthe Company, or any defaultother Person to enforce, failure assert or delayexercise any right, willful privilege, power or otherwise, in remedy conferred on the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction Company or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower Person under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, Merger or any obligations of any other Guarantorat law, or any action or failure to act by on the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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;
Obligations; (ive) any a change in the corporate existenceof status, composition, structure or ownership name of the Borrower Parent or any other GuarantorMerger Sub, or any including, without limitation, by reason of bankruptcy, 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 the Borrower, Parent or any Guarantor, Merger Sub or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Parent or Merger Sub’s or any other Guarantor;
party's obligations pursuant to the Merger Agreement; and (vf) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against Parent, Merger Sub or the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of themCompany, or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against , provided that nothing herein shall prevent the Borrower, or any other Guarantor 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 Agreement, any Rate Management Transaction, any other Loan Document, 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 the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay performance of any kind by Guaranteed Obligations that (i) such Guaranteed Obligations are not currently due and payable, (ii) such Guaranteed Obligations have been paid or performed in full or (iii) the Borrower, any other Guarantor, Company (prior to the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, Effective Time) or any other Person relevant Third Party Beneficiary (as defined below) shall have expressly released its rights to such Guaranteed Obligations in connection with a settlement or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor’s obligations hereundercompromise thereof.
Appears in 1 contract
Sources: Merger Agreement
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of the Subsidiary Guarantor hereunder 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 of any obligation of any other 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
; (iiiii) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for security, or of any obligation guarantee or other liability of any third party, of the Guaranteed Obligations of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
its Subsidiary; (iviii) any change in the corporate existence, structure structure, or ownership of the Borrower or any other Guarantorof, or any insolvency, bankruptcyBankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Subsidiary Guarantor or its assets or any resulting release or discharge of any obligation of the Borrower, Obligations of the Subsidiary Guarantors contained in this Agreement or any other Guarantor;
Loan Document; (viv) the existence of any claim, setoff set-off or other rights which any of the Guarantors Subsidiary Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lenderthe Designated Letter of Credit Issuer, LC Issuer or any Lenderthe Designated Hedge Creditor, any Affiliate of any of them, 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 the Borrower, Borrower or any other Guarantor of any of the Guaranteed Obligations, its Subsidiary for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower under this Agreement or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
or (viivi) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by the Borrower, any other Subsidiary Guarantor, the Administrative Agent, Swingline Lender, LC the Designated Letter of Credit Issuer, any Lenderthe Designated Hedge Creditor, any Affiliate of any of them, 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 any Subsidiary Guarantor’s obligations hereunderthe Guaranteed Obligations of the Borrower under this Section 11.
Appears in 1 contract
Guaranty Unconditional. Subject The Guarantor acknowledges and agrees that no change in the nature or terms of the Guaranteed Obligations or any of the Guaranteed Agreements, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor attendant with the Guaranteed Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to this Parent Guaranty; it being the purpose and intent of the Guarantor, the Administrative Agent, the Issuing Bank and the Lenders that the covenants, agreements and all liabilities and obligations of Subsidiary the Guarantor hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Parent Guaranty is fully performed, the Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, by operation of law or otherwise, or of any obligation of any other 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 Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this paragraphParent Guaranty, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any Subsidiary Guarantor’s obligations hereunderwaiver, omission of the Administrative Agent, the Issuing Bank and the Lenders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Administrative Agent, the Issuing Bank and the Lenders, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings between the Borrower on the one hand and the Administrative Agent, the Issuing Bank and the Lenders, or any of them, on the other hand or any other guarantor or surety, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.
Appears in 1 contract
Sources: Parent Guaranty (Gemstar Tv Guide International Inc)
Guaranty Unconditional. Subject to Section 9 hereofEach Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of Subsidiary such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this Section 3.5, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, or by reason of any waiver or release in respect omission of the Company, the Trustee and the Holders, or any of the Guaranteed Obligationsthem, by operation of law or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Company, the Trustee and the Holders, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any of them with respect to any collateral securing all or any part of further dealings among the Guaranteed Obligations;
(iv) any change in Company, the corporate existence, structure or ownership of Trustee and the Borrower or any other GuarantorHolders, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and each Guarantor hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
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 Subsidiary 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 of any obligation of any other 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Transaction Document;
(iii) ; any release, nonperfection non-perfection or invalidity of any direct or indirect guarantee of or security for any obligation of the Borrower a Guaranteed Entity under the Agreement, any Note, any Rate Management Transaction, this Agreement or any other Loan Transaction Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower or any other Guarantor, a Guaranteed Entity or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, a Guaranteed Entity or its respective assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) a Guaranteed Entity contained in this Agreement; the existence of any claim, setoff set-off, or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, a Guaranteed 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 the Borrower, or any other Guarantor of any of the a Guaranteed Obligations, Entity for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan Transaction Document, or any provision of applicable law or regulation purporting to prohibit the performance of any obligation or the payment by the Borrower, or of any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower a Guaranteed Entity under the Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Transaction Document; or
(vii) any other act or omission emission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, or any other Person or a Guaranteed Entity; any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary the Guarantor’s '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 Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other GuarantorGuarantor contained in the Loan Documents;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative either Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to of the Agreement, any Rate Management Transaction, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Guarantor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative either Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s 's obligations hereunderhereunder (other than, in each case, the payment of the Obligations in full).
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereofthe provisions of Article II, the obligations of Subsidiary Guarantor FTX 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 rescission, extension, renewal, settlement, compromise, waiver or release in respect of any obligation of FMPO or Circle C under the Guaranteed ObligationsCredit Documents, by operation of law or otherwise, or of any obligation of any other 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 Agreement, any Note, any Rate Management Transaction or any other Loan DocumentCredit Documents;
(iii) any guarantee or any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower FMPO or Circle C under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed ObligationsCredit Documents;
(iv) any change in the corporate existence, structure or ownership of the Borrower FMPO or any other GuarantorCircle C, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, FMPO or any Guarantor, Circle C or its their respective assets or any resulting release or discharge of any obligation of FMPO or Circle C contained in the Borrower, or any other GuarantorCredit Documents;
(v) the existence of any claim, setoff set-off or other rights which any of the Guarantors FTX may have at any time against the BorrowerFMPO or Circle C, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, Bank or any other Personcorporation or person, whether in connection herewith or any unrelated transactions, provided subject to any subordination agreements relating to any such claims, 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, FMPO or any other Guarantor of any of the Guaranteed Obligations, Circle C for any reason related to of the Agreement, any Rate Management Transaction, any other Loan DocumentCredit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, FMPO or any other Guarantor, Circle C of the principal of or interest on any Note FMPO Obligations or any other amount payable by the Borrower FMPO or Circle C under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; orCredit Documents;
(vii) any other act or omission to act or delay of any kind by the BorrowerFMPO or Circle C, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate beneficiary of any of them, this Guaranty 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 FTX's obligations hereunder or to the FMPO Obligations;
(viii) any Subsidiary Guarantor’s obligations hereunderfailure of any beneficiary of this Guaranty to assert any claim or demand or to enforce any right or remedy against FMPO or Circle C under the provisions of the Credit Documents, the FCX Guaranty, any other security document, any intercreditor document or any other loan document; or
(ix) any failure of any beneficiary of this Guaranty to exercise any right or remedy against any other guarantor (including any subsidiary) of the FMPO Obligations.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, this Agreement or any Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower any Borrowing Subsidiary under the Agreement, this Agreement or any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantor, Borrowing Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrowing Subsidiary or any Guarantor, or its such Borrowing Subsidiary's assets or any resulting release or discharge of any obligation of the Borrower, any Borrowing Subsidiary contained in this Agreement or any other GuarantorNote;
(ve) the existence of any claim, setoff set-off or other rights right which any of the Guarantors Culligan may have at any time against the Borrower, any other GuarantorBorrowing Subsidiary, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrowing Subsidiary for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrowing Subsidiary of the principal of or interest on any Note or any other amount payable by the Borrower any Borrowing Subsidiary under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorBorrowing Subsidiary, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s Culligan's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Short Term Credit Agreement (Culligan Water Technologies Inc)
Guaranty Unconditional. Subject The Guarantor acknowledges and agrees that no change in the nature or terms of the Guarantied Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of Subsidiary the Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, the Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this paragraph of this Guaranty, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, waiver or release in respect by reason of any waiver, omission of the Guaranteed ObligationsGuarantied Parties, by operation or any of law them, or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Guarantied Parties, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any of them with respect to any collateral securing all or any part of further dealings among the Guaranteed Obligations;
(iv) any change in Borrowers and the corporate existence, structure or ownership of the Borrower or any other GuarantorGuarantied Parties, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor the 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 ObligationsBorrowers under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the any Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(iv) any change in the partnership structure, corporate existence, structure or ownership of the any Borrower or any Guarantor or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, or any GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the any Borrower, or any Guarantor or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the any Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 any Borrower, or any other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the any Borrower, or any Guarantor or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the any Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the any Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s '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 Subsidiary each Guarantor hereunder as a guarantor or joint and several obligor under the 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the BorrowerBorrowers, any other Guarantor, or any Guarantorof their respective assets, or its assets or any resulting release or discharge of any obligation of the Borrower, any Borrower or of any other GuarantorGuarantor contained in any Loan Document;
(vd) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the BorrowerAgent, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, any Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrowers or any other Guarantor, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrower them under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments; or
(viih) any other act or omission to act or delay of any kind by the BorrowerAgent, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the obligations hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. Subject Each Guarantor acknowledges and agrees that no change in the nature or terms of the Guarantied Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of Subsidiary any Guarantor pursuant to this Guaranty; it being the purpose and intent of each Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of each Guarantor hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, no Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this Section of this Guaranty, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, waiver or release in respect by reason of any waiver, omission of the Guaranteed ObligationsGuarantied Parties, by operation or any of law them, or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Guarantied Parties, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any 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 further dealings between the Borrower or any other Guarantorand the Guarantied Parties, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and such Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor hereunder the 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under the Agreement, any Note, any Rate Management Transaction, this Agreement or any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower, or any Guarantor, or its ’s assets or any resulting release or discharge of any obligation of the Borrower, Canadian Borrower contained in this Agreement or any other GuarantorLoan Document;
(ve) the existence of any claim, setoff set-off or other rights right which any of the Guarantors Company may have at any time against the Canadian Borrower, any other Guarantor, the Administrative either Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Canadian Borrower for any reason related to the Agreement, any Rate Management Transaction, of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Borrower, or any other Guarantor, Canadian Borrower of the principal of or interest on any Note other Loan Document or any other amount payable by the Canadian Borrower under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Canadian Borrower, any other Guarantor, the Administrative either Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantorthe Company’s obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Smith a O Corp)
Guaranty Unconditional. Subject The obligations of each Guarantor as a guarantor under this Section 11 and with respect to Section 9 hereofthe Loan Documents, the obligations of Subsidiary Guarantor hereunder instruments or documents governing any Hedging Liability and the instruments or documents governing any Funds Transfer and Deposit Account Liability (the Loan Documents and such other instruments and documents governing the Hedging Liability and the Funds Transfer and Deposit Account Liability being hereinafter referred to collectively as the "Guaranteed Debt Documents" and individually as a "Guaranteed Debt Document,") 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 Borrower or of any other Guarantor under this Agreement or any other Guaranteed Obligations, Debt Document or by operation of law or otherwise, or of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Guaranteed Debt Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrower, or any other Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Borrower, Borrower or of any other GuarantorGuarantor contained in any Guaranteed Debt Document;
(vd) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the BorrowerAgent, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 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 the Borrower, regardless of what obligations of the Borrower remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower, Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, of this Agreement or of any other Loan Document, Guaranteed Debt Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrower them under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentGuaranteed Debt Documents; or
(viih) any other act or omission to act or delay of any kind by the BorrowerAgent, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the obligations hereunderof the Guarantors under the Guaranteed Debt Documents.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other GuarantorGuarantor contained in the Loan Documents;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to of the Agreement, any Rate Management Transaction, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note Loan or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Guarantor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’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 Subsidiary Guarantor the 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 of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any 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 the Borrower or corporate structure or ownership of any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer Guarantor or any Lender, any Affiliate other guarantor of any of themthe Guaranteed Obligations, the Agent, 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 the Borrower, or any other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the Guarantors' obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Trion Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(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 obligation Obligation of the Borrower Borrowers under the Agreement, any Note, any Rate Management Transaction, this Agreement or any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the any Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower, any Borrower or any GuarantorGuarantor or any of their respective assets, or its assets or any resulting release or discharge of any obligation Obligation of the Borrower, any Borrower under this Agreement or any other GuarantorLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which right that any of the Guarantors may have Guarantor at any time may have against the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lenderthe Issuing Bank, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Agreement, whole or any Rate Management Transaction, provision of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrowersuch Borrower of any Obligation, or any other Guarantor, the payment by such Borrower of the principal of or interest on any Note or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuerthe Issuing Bank, any Lender, any Affiliate of any of them, 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 obligations of any Subsidiary Guarantor’s obligations hereunderGuarantor under this Article 5.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor the 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 of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any 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 the Borrower or corporate structure or ownership of any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other Guarantor;any
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(viiviii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, this Agreement or any Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Agreement, this Agreement or any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other GuarantorGuarantor contained in this Agreement or any Note;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentGuarantor under this Agreement; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject The Guarantor acknowledges and agrees that no change in the nature or terms of the Guarantied Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of Subsidiary the Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, the Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this paragraph of this Guaranty, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, waiver or release in respect by reason of any waiver, omission of the Guaranteed ObligationsGuarantied Parties, by operation or any of law them, or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Guarantied Parties, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any of them with respect to any collateral securing all or any part of further dealings between the Guaranteed Obligations;
(iv) any change in Borrowers and the corporate existence, structure or ownership of the Borrower or any other GuarantorGuarantied Parties, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other otherwise (except to the extent the foregoing expressly releases a Guarantor, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations’s obligations under this Article 10);
(iib) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction this Agreement or any Note (other Loan Documentthan any modification, amendment or supplement 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 obligation of the any Borrower under the Agreement, this Agreement or any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate legal existence, structure or ownership of the Borrower or any other GuarantorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, any Borrower contained in this Agreement or any other GuarantorNote;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors such Guarantor may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note Loan or any other amount payable by the Borrower it under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary or defense to a Guarantor’s obligations hereunder (in each case other than payment in full of the obligations guaranteed hereunder).
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor the 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 of any obligation of any other Guarantor, or guarantor of 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, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Amended and Restated Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, Guarantor or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Borrower or corporate structure or ownership of any other Guarantorof the Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerBorrower or any of the Guarantors, or any Guarantor, or its of their assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other Guarantorof the Guarantors;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lenderthe Co-Agent, any Affiliate of any of them, 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 other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Amended and Restated Credit Agreement, any Rate Management Transaction, any other Loan Document, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note or any other amount payable by the Borrower under the Amended and Restated Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Co-Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary each Guarantor hereunder as a guarantor or joint and several obligor under the Loan Documents, including 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 Obligations, any Borrower or of any other Guarantor under this Agreement or any other Loan Document or by operation of law or otherwise, or of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the BorrowerBorrowers, any other Guarantor, or any Guarantorof their respective assets, or its assets or any resulting release or discharge of any obligation of the Borrower, any Borrower or of any other GuarantorGuarantor contained in any Loan Document;
(vd) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the BorrowerAgent, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, any Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrowers or any other Guarantor, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrower them under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments; or
(viih) any other act or omission to act or delay of any kind by the BorrowerAgent, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the obligations hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor hereunder the 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 of any obligation of any other 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
; (iii) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for security, or of any obligation guarantee or other liability of any third party, of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations Obligations of any other Guarantor, Borrower or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrower Guarantor or its assets or any resulting release or discharge of any obligation of the Borrower, Obligations of the Borrower Guarantors contained in this Agreement or any other Guarantor;
Loan Document; (v) the existence of any claim, setoff set-off or other rights which any of the Guarantors Borrower Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, the 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 the Borrower, any Borrower or any other Guarantor of any of the Guaranteed Obligations, its Subsidiary for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan Document, Document or any provision of applicable law Law or regulation purporting to prohibit the payment by the Borrower, any Borrower under this Agreement or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by the a Borrower, any other a Borrower Guarantor, the Administrative Agent, Swingline Lenderthe Lenders, the LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s obligations hereunderthe Borrower 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 Subsidiary 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 of any obligation of any other Guarantor, or Guarantor of 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 other Limited Guaranty or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower Principal under the Credit Agreement, any Note, any Rate Management Transactionother Limited Guaranty, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate Guarantor of any 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 the Borrower Principal or any other GuarantorGuarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the BorrowerPrincipal, or any other GuarantorGuarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors Guarantor may have at any time against the BorrowerPrincipal, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate Guarantor of any of themthe Guaranteed Obligations, the Agent, 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 the BorrowerPrincipal, 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 other Limited Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerPrincipal, or any other GuarantorGuarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower Principal under the Credit Agreement, any Notethe Notes, any Rate Management Transaction other Limited Guaranty, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other GuarantorGuarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s 's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof8.11, the obligations of Subsidiary Guarantor hereunder the 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 of any obligation of any other Guarantor, 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 Agreement, defined terms used herein) or any Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower under the Agreement, this Agreement or any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or such Borrower, or any Guarantor, or its ’s assets or any resulting release or discharge of any obligation of the Borrower, any Borrower contained in this Agreement or any other GuarantorNote;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors either Guarantor may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan DocumentNote, or any provision of applicable law Law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note Loan or any other amount payable by the any Borrower under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary either Guarantor’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 LTD)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of Subsidiary 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 of any obligation of any other Guarantorguarantor 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 or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them Bank 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 other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate guarantor of any of themthe Guaranteed Obligations, the Bank or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the 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, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal Borrower of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s 's obligations hereunder, other than the full, final and irrevocable payment of the Obligations.
Appears in 1 contract
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 Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan DocumentContract;
(iii) 2.3.3 any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any payment obligation of the Borrower FLAG under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorFLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, FLAG or its assets or any resulting release or discharge of any obligation of FLAG contained in the Borrower, or any other GuarantorContract;
(v) 2.3.5 the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the BorrowerASN, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of themFLAG, 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 the Borrower, or any other Guarantor of any of the Guaranteed ObligationsFLAG, for any reason related to reason, of the Agreement, any Rate Management Transaction, any other Loan DocumentContract, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, FLAG of the principal of or interest on any Note or any other amount payable by the Borrower FLAG under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentContract; or
(vii) 2.3.7 any other act or omission to act or delay of any kind by the BorrowerASN, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of themFLAG, 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 any Subsidiary or defense to the Guarantor’s '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 Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(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 obligation Obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, this Agreement or any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower, Borrower or any GuarantorGuarantor or any of their respective assets, or its assets or any resulting release or discharge of any obligation Obligation of the Borrower, Borrower under this Agreement or any other GuarantorLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which right that any of the Guarantors may have Guarantor at any time may have against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Agreement, any Rate Management Transaction, any other Loan Document, whole or any provision of applicable law this Agreement or regulation any other Loan Document or any provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the BorrowerBorrower of any Obligation, or any other Guarantor, the payment by the Borrower of the principal of or interest on any Note or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 obligations of any Subsidiary Guarantor’s obligations hereunderGuarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document;
(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 obligation Obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, this Agreement or any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower Borrower, any Guarantor or any other GuarantorNN Italy, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower, or any Guarantor, NN Italy or its assets any of their respective assets, or any resulting release or discharge of any obligation Obligation of the Borrower, Borrower under this Agreement or any other GuarantorLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which right that any of the Guarantors may have Guarantor or NN Italy at any time may have against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any LenderAgents, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Agreement, any Rate Management Transaction, any other Loan Document, whole or any provision of applicable law this Agreement or regulation any other Loan Document or any provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the BorrowerBorrower of any Obligation, or any other Guarantor, the payment by the Borrower of the principal of or interest on any Note or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction this Agreement or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC IssuerAgents, any Lender, any Affiliate of any of them, 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 obligations of any Subsidiary Guarantor’s obligations hereunderGuarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any otherwise other Guarantor, or any default, failure or delay, willful or otherwise, in than the full payment or performance of the Guaranteed Obligationsthereof;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other GuarantorGuarantor contained in the Loan Documents;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to of the Agreement, any Rate Management Transaction, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note Loan or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Guarantor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’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 hereofTo the fullest extent permitted by applicable law, the obligations of Subsidiary 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 promissory note, by operation of law or otherwise, or of any obligation of any other otherwise (except to the extent the foregoing expressly releases a Guarantor, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations’s obligations under this Article XI);
(iib) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction this Agreement or any promissory note (other Loan Documentthan any modification, amendment or supplement of this Article XI effected in accordance with Section 9.02);
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, this Agreement or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligationspromissory note;
(ivd) any change in the corporate legal existence, structure or ownership of the Borrower or any other GuarantorBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, any Borrower contained in this Agreement or any other Guarantorpromissory note;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors such Guarantor may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, or any other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan Documentpromissory note, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note Loan or any other amount payable by the Borrower it under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary or defense to a Guarantor’s obligations hereunder (in each case other than payment in full of the obligations guaranteed hereunder).
Appears in 1 contract
Guaranty Unconditional. Subject The Guarantor guarantees (to the extent of its Stated Percentage or any greater amount assumed in accordance with Section 9 hereof2.02) that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and the other Loan Documents. The Guarantor agrees that the Guaranteed Obligations and Loan Documents may be extended or renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by the Guarantor, and that it will remain bound upon its guaranty contained in, and the other provisions of, this Agreement notwithstanding any extension, renewal or other alteration of any Guaranteed Obligations or such Loan Documents, or any repayment and reborrowing of Loans. Except as otherwise expressly provided in this Agreement or any other Loan Document to which the Guarantor is a party, the obligations of Subsidiary the Guarantor hereunder under this Agreement shall be absolute, unconditional and absolute andirrevocable, without limiting and shall be performed strictly in accordance with the generality of the foregoingterms hereof under any and all circumstances whatsoever, shall not be released, discharged or otherwise affected byincluding:
(i1) any extensionmodification, amendment, supplement, renewal, settlementextension for any period, compromiseincrease, waiver decrease, alteration or release in respect rearrangement of all or any part of the Guaranteed Obligations, by operation of law or otherwise, or of any obligation of this Agreement or any other GuarantorLoan Document executed in connection herewith, or any defaultcontract or understanding among the Guarantor, failure any Other Guarantor, Millennium, the Administrative Agent and/or the Lenders, or delayany other Person, willful or otherwise, in the payment or performance of pertaining to the Guaranteed Obligations;
(ii2) any modification adjustment, indulgence, forbearance or amendment of compromise that might be granted or supplement given by the Lenders to the AgreementGuarantor, any NoteOther Guarantor, any Rate Management Transaction Millennium, or any other Loan DocumentPerson liable on the Guaranteed Obligations;
(iii3) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of the Guarantor, any releaseOther Guarantor, nonperfection Millennium or invalidity any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of the Guarantor, any Other Guarantor, Millennium or any sale, lease or transfer of any direct or indirect security all of the assets of the Guarantor, any Other Guarantor, or Millennium, or any changes in the owners of the equity of the Guarantor, any Other Guarantor, Millennium, or any reorganization of the Guarantor, any Other Guarantor, or Millennium;
(4) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any obligation reason whatsoever, including the fact that (A) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (B) the act of creating the Guaranteed Obligations or any part thereof is ultra v▇▇▇▇, (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) the Guarantor, any Other Guarantor, or Millennium 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 the Guarantor, any Other Guarantor, or Millennium, (F) the creation, performance or repayment of the Borrower under Guaranteed Obligations (or execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (G) this Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations other document or instrument pertaining to the Guaranteed Obligations, has been forged or otherwise is irregular or not genuine or authentic;
(5) any full or partial release of the liability of the Guarantor, any Other Guarantor, or Millennium on the Guaranteed Obligations or any part thereof, or of any other GuarantorPerson 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 action or failure to act part thereof; it being recognized, acknowledged and agreed by the Guarantor that the Guarantor may be required to pay an amount equal to its Stated Percentage of, and as herein provided may elect or obligate itself, but will not be required, to pay a greater percentage of, the Guaranteed Obligations without assistance or support of any other Person, and the Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that any other Person (other than the Other Guarantors) will be liable to perform the Guaranteed Obligations, or that the Administrative Agent, Swingline Lender, LC Issuer Agent or any Lender will look to any other Person (other than the Other Guarantors) to perform the Guaranteed Obligations;
(6) the taking or any Affiliate accepting of any other security, collateral or guaranty, or other assurance of them with respect to any collateral securing payment, for all or any part of the Guaranteed Obligations;
(iv7) any change release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security, at any time existing in the corporate existenceconnection with, structure or ownership assuring or securing payment of, all or any part of the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other GuarantorGuaranteed Obligations;
(v) 8) the existence failure of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer the Lenders or any Lenderother Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any Affiliate part of such collateral, property or security;
(9) the fact that any collateral, security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations 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 the Guarantor that the Guarantor is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of themcollateral for the Guaranteed Obligations;
(10) any payment by Millennium or the Guarantor or any Other Guarantor to the Administrative Agent or any Lender is held to constitute a preference under bankruptcy laws, or for any other reason either the Administrative Agent or any Lender is required to refund such payment or pay such amount to Millennium or any other Person, whether in connection herewith or any unrelated transactions;; or
(vi11) any invalidity other action taken or unenforceability relating omitted to or against the Borrower, or any other Guarantor of any of the Guaranteed Obligations, for any reason related be taken with respect to the this Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerGuaranteed Obligations, or any other Guarantorsecurity and collateral therefor, whether or not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay its Stated Percentage of the principal Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of or interest on any Note the Guarantor that the Guarantor shall be obligated to pay an amount equal to its Stated Percentage of the Guaranteed Obligations (or any other greater amount payable by the Borrower under the Agreementassumed in accordance with Section 2.02) when due, notwithstanding any Noteoccurrence, any Rate Management Transaction or any other Loan Document; or
(vii) any other act circumstance, event, action, or omission to act whatsoever, whether contemplated or delay of uncontemplated, and whether or not otherwise or particularly described herein (including any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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, that might otherwise constitute a legal or equitable discharge of a surety or guarantor, including by reason of any Subsidiary Guarantor’s obligations hereunderfuture judicial decisions or legislations of any jurisdiction), except for the indefeasible full and final payment and satisfaction of the Guaranteed Obligations after the termination of the Commitments of all Lenders and the expiration or termination of all Letters of Credit.
Appears in 1 contract
Sources: Guaranty Agreement (Nisource Inc/De)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of Subsidiary Guarantor each of the 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 Guarantorguarantor 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 Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower Principal under the Credit Agreement, any Note, any Rate Management Transaction, Note or any other Loan Document, Document or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 Principal or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the BorrowerPrincipal, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the BorrowerPrincipal, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the BorrowerPrincipal, or any other Guarantor guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management TransactionNote, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerPrincipal, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower Principal under the Credit Agreement, any Note, any Rate Management Transaction Note or any other Loan Document; or;
(vii) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Lennar Corp /New/)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary Guarantor hereunder the 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 of any obligation of any other 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 this Agreement (other than this Article XI and the Agreement, defined terms used herein) or any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection impairment, non‑perfection or invalidity of any direct or indirect security for any obligation of the Borrower B&S AG under the Agreement, this Agreement or any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower or any other Guarantoreither Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, B&S AG or its assets or any resulting release or discharge of any obligation of the Borrower, B&S AG contained in this Agreement or any other GuarantorNote;
(v) the existence of any claim, setoff set‑off or other rights which any of the Guarantors Company may have at any time against the Borrower, any other GuarantorB&S AG, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, B&S AG for any reason related to the Agreement, of this Agreement or any Rate Management Transaction, any other Loan DocumentNote, or any provision of applicable law a Requirement of Law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, B&S AG of the principal of or interest on any Note Loan or any other amount payable by the Borrower B&S AG under the this Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorB&S AG, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantorthe 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 Subsidiary Guarantor hereunder the 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Subsidiary Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure Document to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorSubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of the Borrower, or any other GuarantorSubsidiary Borrower contained in any Loan Document to which it is a party;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Company may have at any time against the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related of any Loan Document to the Agreement, any Rate Management Transaction, any other Loan Documentwhich it is a party, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Subsidiary Borrower of the principal of or interest on any Note of its Notes or any other amount payable by the Borrower it under the Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocument to which it is a party; or
(viig) any other act or omission to act or delay of any kind by the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Venator Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of 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: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 of any obligation of any otherwise other Guarantor, or any default, failure or delay, willful or otherwise, in than the full payment or performance of the Guaranteed Obligationsthereof;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Agreement, any Note, any Rate Management Transaction Loan Documents or any other Loan DocumentLender Swap Agreements;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 the Borrower or any other GuarantorGuarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Guarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of the Borrower, or any other GuarantorObligation;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, or any other Guarantor of or any of the Guaranteed Obligations, Restricted Subsidiary for any reason related to of the AgreementLoan Documents, any Rate Management Transaction, any other Loan Document, Lender Swap Agreement or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note Loan or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Guarantor or any Restricted Subsidiary under the Loan DocumentDocuments or any Lender Swap Agreement; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’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 Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Obligor under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Borrower or any other GuarantorObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Obligor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other GuarantorObligor contained in the Loan Documents;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Holdings may have at any time against the Borrower, any other GuarantorObligor, the Administrative any Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, Borrower or any other Guarantor of any of the Guaranteed Obligations, Obligor for any reason related to of the Agreement, any Rate Management Transaction, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Obligor of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Obligor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorObligor, the Administrative any Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s Holdings' obligations hereunderhereunder (other than, in each case, the payment 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 Subsidiary Guarantor the 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 of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Borrower or corporate structure or ownership of any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s 's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations The Obligations of Subsidiary each Guarantor hereunder 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:
(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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation Obligation of the Borrower or any other Guarantor under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation Obligation of the Borrower, Borrower or any other GuarantorGuarantor contained in the Loan Documents;
(ve) the existence of any claim, setoff set-off or other rights which any of that the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to of the Agreement, any Rate Management Transaction, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Guarantor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphparagraph (g), constitute a legal or equitable discharge of any Subsidiary the Guarantor’s obligations 's Obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, 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 Agreement, any Note, any Rate Management Transaction or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor or any Guarantor, or its their respective assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other GuarantorGuarantor contained in the Loan Documents;
(ve) the existence of any claim, setoff set-off or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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, Borrower or any other Guarantor of any of the Guaranteed Obligations, for any reason related to of the Agreement, any Rate Management Transaction, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Borrower or any other Guarantor, Guarantor of the principal of or interest on any Note Loan or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Guarantor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’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 (Fei Co)
Guaranty Unconditional. Subject The Guarantor acknowledges and agrees that no change in the nature or terms of the Guarantied Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of Subsidiary the Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, the Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) in part, by any extensionaction or thing which might, renewalbut for this Section of this Guaranty, settlementbe deemed a legal or equitable discharge of a surety or guarantor, compromise, waiver or release in respect by reason of any waiver, omission of the Guaranteed ObligationsGuarantied Parties, by operation or any of law them, or their failure to proceed promptly or otherwise, or by reason of any obligation of any other Guarantoraction taken or omitted by the Guarantied Parties, or any defaultof them, failure whether or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate reason of any 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 further dealings among the Borrower or any other Guarantorand the Guarantied Parties, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, or any other Personguarantor or surety, whether in connection herewith or and the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any unrelated transactions;
(vi) any invalidity or unenforceability relating defense to or against the Borrowerits liability hereunder, or any other Guarantor right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the Guaranteed Obligationsforegoing acts, for any reason related to the Agreementomissions, any Rate Management Transactionthings, any other Loan Document, agreements or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, of the principal of or interest on any Note or any other amount payable by the Borrower under the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any 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 any Subsidiary Guarantor’s obligations hereunderwaivers.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 the Guaranteed ObligationsForeign Currency Borrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, otherwise or of any obligation of any other Guarantor, or guarantor of 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 Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Foreign Currency Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, partnership structure or ownership of the Foreign Currency Borrower or corporate structure or ownership of any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Foreign Currency Borrower, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Foreign Currency Borrower, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(ve) the existence of any claim, setoff or other rights which any of the Guarantors Guarantor may have at any time against the Foreign Currency Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 the Foreign Currency 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, or any other Guarantee, or the lack of legal existence of the Foreign Currency Borrower, or any provision of applicable law or regulation purporting to prohibit or make illegal the payment by the Foreign Currency Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Foreign Currency Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document, or the performance of any other obligation or undertaking of the Foreign Currency Borrower under the Credit Agreement, any other Loan Document, or any other Guarantee or otherwise making any of the Guaranteed Obligations irrecoverable from the Foreign Currency Borrower for any reason; or
(viig) 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 the Foreign Currency 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
(h) any other act or omission to act or delay of any kind by the Foreign Currency Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s 's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Russell Corp)
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, exhaust any right or remedy or take any action against Buyer or any other Person or any collateral (if any). The obligation of the obligations of Subsidiary 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:
(ia) 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, 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 Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any 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 the Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any 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 the Borrower, or any other Guarantor of any of the Guaranteed Obligations, for any reason related to the Agreement, any Rate Management Transaction, any other Loan Document, or 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 BorrowerSecurities Transfer Agreement or other related agreement or instrument;
(i) any extension, renewal, settlement, compromise, alteration, waiver or release in respect of any Guaranteed Obligation or any obligation under this Guaranty and/or with respect to the Buyer or any other Guarantor (whether by operation of law, settlement or other agreement or otherwise), or (ii) any assignment of any Guaranteed Obligation by the Guaranteed Party (but only to the extent such assignment is made in accordance with the terms of the Securities Transfer Agreement);
(d) any application, release, impairment, non-perfection or invalidity of any collateral (if any);
(e) any change in the organizational existence, structure or ownership of, or any other Guarantormerger or consolidation with respect to Buyer, of the principal of or interest on any Note Guarantor or any other amount payable by Person, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting Buyer, the Borrower under the Agreement, any Note, any Rate Management Transaction Guarantor or any other Loan Document; orPerson or their respective assets or any resulting release or discharge of any Guaranteed Obligation or the obligations of the Guarantor hereunder;
(viif) the existence of any defense (other than a defense of indefeasible payment in full in cash of the Guaranteed Obligations), set-off, claim, counterclaim or other rights or dispute that the Guarantor or Buyer may have at any time against any Person, whether in connection herewith, the Securities Transfer Agreement or otherwise;
(g) Any subordination of the Guaranteed Obligations or any other subordination arrangements relating to the Securities Transfer Agreement;
(h) Any avoidance of any obligation or payment under Securities Transfer Agreement (whether by reason of fraudulent conveyance or otherwise);
(i) Any full or partial release, discharge, settlement or compromise with respect to Buyer or any other Guarantor (and whether such release, discharge, settlement or compromise is by operation of law, by settlement agreement or otherwise);
(j) any other act or omission failure to act or delay of any kind by the BorrowerBuyer, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, Guaranteed 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 any Subsidiary Guarantor’s the 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 Subsidiary Guarantor the 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 of any obligation of any other Guarantor, or guarantor of 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, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Amended and Restated Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, Guarantor or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Borrower or corporate structure or ownership of any other Guarantorof the Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerBorrower or any of the Guarantors, or any Guarantor, or its of their assets or any resulting release or discharge of any obligation of the Borrower, Borrower or any other Guarantorof the Guarantors;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lenderthe Syndication Agent, LC Issuer or any Lenderthe Documentation Agent, any Affiliate of any of them, 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 other Guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Amended and Restated Credit Agreement, any Rate Management Transaction, any other Loan Document, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other Guarantor, Borrower of the principal of or interest on any Note or any other amount payable by the Borrower under the Amended and Restated Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, Swingline Lenderthe Documentation Agent, LC Issuer, the Syndication Agent and any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof16.6, the obligations of Subsidiary 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 of the Guaranteed Obligations, by operation of law or otherwise, or of any obligation of any other Guarantorguarantor 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 this Agreement, any Note, any Rate Management Transaction Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the this Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them Lender with respect to any collateral Collateral securing all or any part of the Guaranteed Obligations;
(iv) except to the extent permitted under Section 6.23 hereof, any change in the corporate existence, structure or ownership of the Borrower Borrower, any Guarantor or any other Guarantor, or guarantor of any insolvency, bankruptcy, reorganization or other similar proceeding affecting of the Borrower, or any Guarantor, or its assets Guaranteed Obligations or any resulting release or discharge of any obligation of the Borrower, any Guarantor or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff setoff, recoupment or other rights which any of the Guarantors Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate other guarantor of any of themthe Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the Borrower, any Guarantor or any other Guarantor guarantor of any of the Guaranteed Obligations, for any reason related to the this Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, any Guarantor or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the this Agreement, any Note, any Rate Management Transaction Note or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any other guarantor of the Administrative Obligations, the Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s 's obligations hereunderhereunder other than the payment in full in cash of the Guaranteed Obligations and the termination of all Commitments.
Appears in 1 contract
Sources: Credit Agreement (Ual Corp /De/)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary 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 of any obligation of any other Guarantorguarantor 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 or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower Principal under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 Principal, any other Subsidiary Guarantor, or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, any other Subsidiary Guarantor, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the BorrowerPrincipal, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Subsidiary Guarantors may have at any time against the BorrowerPrincipal, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the BorrowerPrincipal, 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, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerPrincipal, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower Principal under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Clarcor Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of Subsidiary 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 of any obligation of any other Guarantor, or guarantor of 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;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate guarantor of any of them 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 the Borrower or corporate structure or ownership of any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantorother 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 other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, 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 other Guarantor 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, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Agreement, any Notethe Notes, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, any Affiliate of any of them, 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 any Subsidiary the Guarantor’s '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 Subsidiary Guarantor 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 of any obligation of any other Guarantorguarantor 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 Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantorguarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them 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 Parent or the US Borrower or any other Guarantorguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any Guarantorother guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantorguarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which any of the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, any Affiliate of any of them, Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US 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, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantorguarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, Swingline Lender, LC the L/C Issuer, any the Swing Line Lender, any Affiliate of any of them, 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 any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract