Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 47 contracts
Samples: Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Summit Materials, Inc.), Second Lien Credit Agreement (Portillo's Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 47 contracts
Samples: Credit Agreement (Gates Industrial Corp PLC), Assignment and Assumption (Vine Resources Inc.), Credit Agreement (La Quinta Holdings Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 40 contracts
Samples: Credit Agreement (Regency Energy Partners LP), Credit Agreement (TTM Technologies Inc), Credit Agreement (Hercules Offshore, Inc.)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 13.01 are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 13.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 26 contracts
Samples: Term Loan Agreement (Silk Road Medical Inc), Agreement (Decipher Biosciences, Inc.), Term Loan Agreement (Raindance Technologies Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 23 contracts
Samples: Credit Agreement (Nielsen CO B.V.), Credit Agreement (Nielsen Holdings N.V.), Credit Agreement (OUTFRONT Media Inc.)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 3.01 are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 16 contracts
Samples: Guarantee Assumption Agreement (Best Buy Co Inc), Assignment and Assumption (Best Buy Co Inc), Year Credit Agreement (Best Buy Co Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 3.01 are absolute, irrevocable absolute and unconditional, and joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 15 contracts
Samples: Second Amendment (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc), Third Amendment (Sinclair Broadcast Group Inc)
Obligations Unconditional. The obligations of the Guarantors each Guarantor under Section 11.01 shall constitute a guaranty of payment 3.1 are absolute and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 3.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 15 contracts
Samples: Term Loan Agreement (Lbi Media Holdings Inc), Credit Agreement (Lbi Media Holdings Inc), Credit Agreement (Affinity Group Holding, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment when due and not of collection and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full), including any defense of setoff, counterclaim, recoupment or termination. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 15 contracts
Samples: Assignment and Assumption (Signify Health, Inc.), Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law3.01 are irrevocable, are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, other Debt Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor guarantor (except for payment other than the satisfaction in fullfull of the Guaranteed Obligations), it being the intent of this Section 3 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 13 contracts
Samples: Guarantee, Pledge and Security Agreement (FIDUS INVESTMENT Corp), Guarantee, Pledge and Security Agreement (FS Investment CORP), Pledge and Security Agreement (Capitala Finance Corp.)
Obligations Unconditional. The obligations of the Guarantors each Guarantor under Section 11.01 shall constitute a guaranty of payment 3.01 are absolute and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 3.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 12 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 14.01 are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 14.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 11 contracts
Samples: Term Loan Agreement (T2 Biosystems, Inc.), Term Loan Agreement (Biodelivery Sciences International Inc), Loan Agreement (Dynavax Technologies Corp)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 10.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 10 contracts
Samples: Credit Agreement (Davita Inc), Credit Agreement (Tivity Health, Inc.), Credit Agreement (Davita Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 3.01 are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower Account Parties under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Article that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 9 contracts
Samples: 364 Day Credit Agreement (Xl Capital LTD), Credit Agreement (Xl Capital LTD), 364 Day Credit Agreement (Xl Capital LTD)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed ObligationsObligations and, andto the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 9 contracts
Samples: Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.), Credit Agreement (Cpi International, Inc.)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 13.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, performance and not of collection and are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by all applicable Laws, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 13.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 9 contracts
Samples: Credit Agreement and Guaranty (scPharmaceuticals Inc.), Credit Agreement and Guaranty (Athenex, Inc.), Credit Agreement and Guaranty and Revenue Interest Financing Agreement (Impel Pharmaceuticals Inc)
Obligations Unconditional. The obligations of the Guarantors Credit Parties under Section 11.01 6.01 shall constitute a guaranty of payment (and to the fullest extent permitted by applicable Law, not of collection) and are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any of the Guarantors hereunder Credit Parties with respect to its respective guaranty of the Guaranteed Obligations which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 8 contracts
Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the extent permitted by applicable Law irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, to the extent permitted by applicable Law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 8 contracts
Samples: First Lien Credit Agreement (Option Care Health, Inc.), Abl Credit Agreement (Option Care Health, Inc.), Intercreditor Agreement (Option Care Health, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 10.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 8 contracts
Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Subsidiary Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 8 contracts
Samples: Credit Agreement (CSG Systems International Inc), Credit Agreement (SFBC International Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment 14.1 are absolute and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligationsobligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 14.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 7 contracts
Samples: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment (and not merely a guaranty of collection) and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 7 contracts
Samples: Credit Agreement (CBS Corp), Credit Agreement (CBS Corp), Credit Agreement (CBS Radio Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 3.01 are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 7 contracts
Samples: Credit Agreement (Best Buy Co Inc), Credit Agreement (Krispy Kreme Doughnuts Inc), Credit Agreement (Collegiate Funding Services Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable LawLegal Requirements, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 7 contracts
Samples: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.), Second Lien Term Loan Agreement (Critical Homecare Solutions Holdings, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment termination or release of a Guarantor’s obligations hereunder in fullaccordance with the terms of Section 11.09). Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 11.09, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 7 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Loan Parties under this Agreement, the Notes, if any, any other Loan Document or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor guarantor (except for payment in fullfull in cash). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors any Guarantor hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 7 contracts
Samples: Credit Agreement (Trinseo PLC), Security Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Credit Agreement (MagnaChip Semiconductor LTD (United Kingdom)), Credit Agreement (USA Mobility, Inc), Credit Agreement (Southern Graphic Systems, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Lawlaw, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Credit Agreement (Leiner Health Services Corp.), Credit Agreement (PGT, Inc.), Credit Agreement (Builders FirstSource, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower or any other Guarantor under this Agreement, the Notes, if anyany Term Notes issued under this Agreement, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in fullpayment). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Tranche B Term Loan Credit Agreement (YRC Worldwide Inc.), Credit Agreement (Yellow Corp), Term Loan Credit Agreement (YRC Worldwide Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Secured Hedge Agreements, the Treasury Services Agreements, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Credit Agreement (Alight Inc. / DE), Credit Agreement (Alight Inc. / DE), Credit Agreement (Alight Inc. / DE)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Term Loan Credit Agreement (Department 56 Inc), Control Agreement (Bearingpoint Inc), Credit Agreement (Bearingpoint Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and performance and not of collection and, to the fullest extent permitted by applicable LawLegal Requirements, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in fullfull in cash of the Guaranteed Obligations). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Intercreditor Agreement (Overseas Shipholding Group Inc), Security Agreement (Overseas Shipholding Group Inc), Credit Agreement (International Seaways, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 10.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Lawlaw, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notespromissory notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Senior Bridge Loan Agreement (Loral Space & Communications Inc.), Credit Agreement (Loral Space & Communications Inc.), Credit Agreement (Telesat Holdings Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Credit Agreement (Rovi Corp), Credit Agreement (Rovi Corp), Credit Agreement (TiVo Corp)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable LawLegal Requirements, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in fullfull of the Guaranteed Obligations). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Credit Agreement (EPL Intermediate, Inc.), Credit Agreement (Five Below, Inc), Credit Agreement (PHC Inc /Ma/)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment (and not collection) and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 6 contracts
Samples: Credit Agreement (APX Group Holdings, Inc.), Credit Agreement (APX Group Holdings, Inc.), Credit Agreement (APX Group Holdings, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 13.01 shall constitute a guaranty of payment and not of collection and, to the fullest extent permitted by applicable Applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Guarantors’ Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, Guarantors’ Obligations and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc), Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc), Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable LawLegal Requirements, are primary, absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in fullfull of the Guaranteed Obligations with respect to the Secured Obligations set forth in clauses (a) and (b) of the definition thereof). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: Credit Agreement (Internap Corp), Term Loan Credit Agreement (Internap Corp), Credit Agreement (Internap Corp)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 and under Section 7.01 of the Original Credit Agreement and the Prior Credit Agreement shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 9.01 shall constitute a guaranty guarantee of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor by any Guarantor, as applicable (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: And Restatement Agreement (Infrastructure & Energy Alternatives, Inc.), Amendment and Restatement Agreement (Infrastructure & Energy Alternatives, Inc.), Restatement Agreement (Infrastructure & Energy Alternatives, Inc.)
Obligations Unconditional. The (a) Upon effectiveness, the obligations of the Guarantors under Section 11.01 shall Guarantor hereunder constitute a present and continuing guaranty of payment and to the fullest extent permitted by applicable Law, not of collectibility and are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or thereinObligations, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section that the obligations of the Guarantor (except for payment in full)hereunder shall, upon effectiveness, be absolute and unconditional, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors Guarantor hereunder which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: Exchange and Note Issuance Agreement (Pengo Industries Inc), Senior Subordinated Note Purchase Agreement (Inland Resources Inc), Exchange and Note Issuance Agreement (Inland Resources Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 10.1, respectively, shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor by any Guarantor, as applicable (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above:;
Appears in 5 contracts
Samples: Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Anvilire)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 6.01 are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: Credit Agreement (Atrium Companies Inc), Credit Agreement (Atrium Companies Inc), Credit Agreement (Pricellular Corp)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty 3.01 are absolute and unconditional guarantees of payment payment, and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower other Loan Parties under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: Credit Agreement (HMS Holdings Corp), Credit Agreement (HMS Holdings Corp), Security Agreement (HMS Holdings Corp)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder (and each Guarantor hereby also waives to the extent permitted by Law any defenses it may have arising from the following), which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: Credit Agreement (Velocity Financial, LLC), Credit Agreement (AFG Holdings, Inc.), Abl Credit Agreement (AFG Holdings, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Lawlaw, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.1 shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Guarantor Obligations of the Borrower under this Agreement, the Notes, if any, any Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Guarantor Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or by any Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 5 contracts
Samples: Credit Agreement (Navios Maritime Partners L.P.), Credit Agreement (Navios Maritime Midstream Partners LP), Credit Agreement
Obligations Unconditional. The obligations of the Guarantors and each US Borrower under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety surety, Guarantor or Guarantor US Borrower (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the such Guarantors and each US Borrower hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Linens N Things Inc), Credit Agreement (LNT Leasing II, LLC), Credit Agreement (Linens N Things Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers or any other Loan Party under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Novelis Inc.), Security Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower or any other Guarantor under this Agreement, the Notes, if anyany Notes issued under this Agreement, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)
Obligations Unconditional. (a) The obligations of the Guarantors under Section 11.01 8.1, respectively, shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Guarantor Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Guarantor Obligations, and, in each case, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or by any Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Powerschool Holdings, Inc.), Bridge Loan Credit Agreement (Powerschool Holdings, Inc.), Lien Credit Agreement (Powerschool Holdings, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment termination or release of a Guarantor’s obligations hereunder in fullaccordance with the terms of Section 11.10). Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 11.10, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (PF2 SpinCo LLC), Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (Change Healthcare Inc.)
Obligations Unconditional. The obligations of the Guarantors Guarantor under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, this Guaranty are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or thereinLoan Documents, or any substitution, release or exchange of any other guarantee guaranty of or security for any of the Guaranteed ObligationsObligations or the Loans, and, to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoingguarantor, it is agreed being the intent of this Section 1.02 that the occurrence obligations of any one or more of the following Guarantor hereunder shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable be absolute and unconditional under any and all circumstances and shall not be released, discharged or in any way affected or impaired by any thing, event, happening, matter, circumstance or condition whatsoever (whether or not Guarantor shall have any knowledge or notice thereof or shall consent thereto). In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as described abovefollows:
Appears in 4 contracts
Samples: New Century Guaranty (Maguire Properties Inc), Repayment Guaranty (Maguire Properties Inc), New Century Guaranty
Obligations Unconditional. The obligations of the Guarantors each Guarantor under Section 11.01 15.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the any Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee guaranty of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in fullfull (other than contingent indemnity obligations not then yet due and payable)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors any Guarantor hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Jill Intermediate LLC), Abl Credit Agreement (J.Jill, Inc.), Abl Credit Agreement and Waiver (J.Jill, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and and, to the fullest extent permitted by applicable Lawlaw, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp)
Obligations Unconditional. The obligations of the Guarantors Guarantor under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 10.01 are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the any Subsidiary Borrower under this Agreement, the Notes, if any, other Loan Documents or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Article that the obligations of the Guarantor (except for payment in full)hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder Guarantor hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Assignment and Assumption (NYSE Euronext), Credit Agreement (NYSE Euronext), Credit Agreement (NYSE Euronext)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Lawlaw, are absolute, irrevocable and unconditional, joint and severalseveral with each of the Subsidiary Guarantors, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or thereinObligations, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder a Subsidiary Guarantor hereunder, which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Indenture (Bill Barrett Corp), Third Supplemental Indenture (Bill Barrett Corp), Fourth Supplemental Indenture (Bill Barrett Corp)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
Obligations Unconditional. (a) The obligations of the Guarantors Guarantor under Section 11.01 shall 14.1 constitute a present and continuing guaranty of payment and to the fullest extent permitted by applicable Law, performance and not merely collectibility and are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower Company under this Agreement, the Notes, if any, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 14.2 that the obligations of the Guarantor (except for payment in full)hereunder shall be absolute and unconditional, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors Guarantor hereunder which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Firstservice Corporation (Firstservice Corp), Firstservice Corporation (Firstservice Corp), Note and Guarantee Agreement (Firstservice Corp)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 9.01, respectively, shall constitute a guaranty guarantee of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor by any Guarantor, as applicable (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit and Guarantee Agreement (Janus International Group, Inc.), Credit and Guarantee Agreement (Janus International Group, Inc.), Credit and Guarantee Agreement (Janus International Group, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)Guarantor, it being the intent of this Section 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement and Guaranty (C4 Therapeutics, Inc.), Security Agreement (Chembio Diagnostics, Inc.), Credit Agreement and Guaranty (C4 Therapeutics, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 11.1 shall constitute a guaranty guarantee of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Subordination and Intercreditor Agreement (Volta Inc.), Guarantee and Security Agreement (EVmo, Inc.), Loan Agreement (Xfone Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment (and to the fullest extent permitted by applicable Law, not of collection) and are absolute, irrevocable and unconditional, joint and severalseveral (except to the extent otherwise limited in accordance with applicable Requirements of Law as described in Annex III attached hereto or in any other Guarantee required by applicable Requirements of Law), irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed ObligationsObligations and, andto the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.)
Obligations Unconditional. (a) The obligations of the US Guarantors under Section 11.01 15.01(a) shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the US Guaranteed Obligations of the Borrower under this Agreement, the corresponding Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the US Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or US Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the US Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Mobile Mini Inc), Credit Agreement (Mobile Mini Inc), Credit Agreement (Mobile Mini Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Harry & David Holdings, Inc.), Credit Agreement (Harry & David Holdings, Inc.), Credit Agreement (Broder Bros Co)
Obligations Unconditional. The obligations of the Guarantors each Subsidiary Guarantor under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 6.1 hereof are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, if any, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp)
Obligations Unconditional. (a) The obligations of the Guarantors Guarantor under Section 11.01 shall 14.1 constitute a present and continuing guaranty of payment and to the fullest extent permitted by applicable Law, not collectibility and are absolute, irrevocable unconditional and unconditional, joint and severalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower Company under this Agreement, the Notes, if any, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee Guaranty of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 14.2 that the obligations of the Guarantor (except for payment in full)hereunder shall be absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors Guarantor hereunder which shall remain absolute, unconditional and irrevocable and unconditional under any and all circumstances as described above:
Appears in 4 contracts
Samples: Amcor Finance (Amcor PLC), Note and Guarantee Agreement (Amcor PLC), Amcor Finance (Amcor PLC)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.1 shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Guarantor Obligations of the Borrower under this Agreement, the Notes, if any, any Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Guarantor Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or by any Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above:;
Appears in 4 contracts
Samples: Credit Agreement (JELD-WEN Holding, Inc.), Credit Agreement (JELD-WEN Holding, Inc.), Revolving Credit Agreement (JELD-WEN Holding, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 10.1, respectively, shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor by any Guarantor, as applicable (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Informatica Inc.), Joinder Agreement (Informatica Inc.), Restatement Agreement (LEGALZOOM.COM, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and performance and not of collection and, to the fullest extent permitted by applicable LawLegal Requirements, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in fullfull of the Guaranteed Obligations). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Layne Christensen Co), Credit Agreement (Layne Christensen Co), Credit Agreement (Layne Christensen Co)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 13.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable LawGovernmental Requirements, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the any Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Franchise Agreement (NPC Operating Co B, Inc.), Credit Agreement (NPC Restaurant Holdings, LLC), Credit Agreement (NPC Restaurant Holdings, LLC)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Lawlaw, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Subsidiary Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc)
Obligations Unconditional. The obligations Guaranteed Obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, each Guarantor are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower Borrowers under this Agreement, the Notes, if any, other Loan Documents or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section that the obligations of each Guarantor (except for payment in full)hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Brunswick Corp), Credit Agreement (Brunswick Corp), Credit Agreement (Brunswick Corp)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Basic Energy Services Inc), Credit Agreement (Basic Energy Services Inc), Credit Agreement (Basic Energy Services Inc)
Obligations Unconditional. (a) The obligations of the Guarantors under Section 11.01 8.1 shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, in each case, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or by any Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Clarivate Analytics PLC), Credit Agreement (CLARIVATE PLC), Credit Agreement (Clarivate PLC)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors and the Borrowers hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Massey Energy Co), Credit Agreement (Massey Energy Co), Credit Agreement (Massey Energy Co)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment termination or release of a Guarantor’s obligations hereunder in fullaccordance with the terms of Section 11.09). Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 11.09, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment Payment in fullFull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment 3.01 are absolute and to the fullest extent permitted by applicable Law, are absolute, irrevocable unconditional and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower other Loan Parties under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Cdi Corp), Credit Agreement (Cdi Corp), Credit Agreement (Cdi Corp)
Obligations Unconditional. The obligations of the Guarantors Credit Parties under Section 11.01 6.01 shall constitute a guaranty of payment (and to the fullest extent permitted by applicable Law, not of collection) and are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor guarantor (except for payment Payment in fullFull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any of the Guarantors hereunder Credit Parties with respect to its respective guaranty of the Guaranteed Obligations which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Boyd Gaming Corp), Credit Agreement (Wynn Resorts LTD)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Term Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Prestige Brands Holdings, Inc.), Term Loan Credit Agreement (Prestige Brands Holdings, Inc.), Term Loan Credit Agreement (Prestige Consumer Healthcare Inc.)
Obligations Unconditional. The obligations of the Guarantors Guarantor under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Laware irrevocable, are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the a Borrower hereunder or under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or thereinand, or any substitution, release or exchange of any other guarantee of or security for any of to the Guaranteed Obligations, andfullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 11.02 that the obligations of the Guarantor (except for payment in full)hereunder shall be irrevocable, absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not preclude the exercise by the Lenders, the Issuing Banks or the Administrative Agent of any right, remedy or power hereunder or alter or impair the liability of the Guarantors hereunder Guarantor hereunder, which shall remain absoluteirrevocable, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Unisource Energy Corp), Credit Agreement (Tucson Electric Power Co), Credit Agreement (Tucson Electric Power Co)
Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable LawLegal Requirements, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, Obligations and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Subsidiary Guarantor (except for payment in fullfull (other than contingent indemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc)
Obligations Unconditional. The obligations of the Guarantors Guarantor under Section 11.01 shall this Guaranty constitute a present and continuing guaranty of payment and to the fullest extent permitted by applicable Law, not collectability and are absolute, irrevocable unconditional and unconditional, joint and severalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower Company under this the Shelf Agreement, the Notes, if any, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent that the obligations of the Guarantor (except for payment in full)hereunder shall be absolute, unconditional and irrevocable, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors Guarantor hereunder which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Unconditional Parent Guaranty (RGC Resources Inc), Unconditional Parent Guaranty (RGC Resources Inc), Unconditional Parent Guaranty (RGC Resources Inc)
Obligations Unconditional. The obligations of the Guarantors each Subsidiary Guarantor under Section 11.01 shall 3.01 constitute a guaranty guarantee of payment and to the fullest extent permitted by applicable Law, law are absolute, irrevocable and unconditional, unconditional and are joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower other Loan Parties under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the their respective Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense defense, set-off or counterclaim of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section that the obligations of the Subsidiary Guarantors hereunder shall be absolute, irrevocable and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Secured Hedge Agreements, the Treasury Services Agreements, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Bumble Inc.), Credit Agreement (Bumble Inc.), Credit Agreement (Bumble Inc.)
Obligations Unconditional. The obligations of the Guarantors ------------------------- under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 6.01 hereof are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, any Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 6.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Advanstar Inc), Credit Agreement (Applied Business Telecommunications), Advanstar Holdings Inc
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable LawLegal Requirements, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in fullsatisfaction of the Termination Conditions). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: First Lien Credit Agreement (SolarWinds Corp), Security Agreement (SolarWinds Corp), First Lien Credit Agreement (SolarWinds Corp)
Obligations Unconditional. The obligations of the Guarantors Guarantor under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, 1 are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or Intercompany Subordination Agreement exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 5 that the obligations of the Guarantor (except for payment in full)hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder Guarantor hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Amended and Restated Guaranty (Iowa Telecommunications Services Inc), Amended and Restated Guaranty (Iowa Telecommunications Services Inc), Amended and Restated Guaranty (Iowa Telecommunications Services Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
Obligations Unconditional. The obligations of the Affiliate Guarantors under Section 11.01 shall 13.1 constitute a present and continuing guaranty of payment and to the fullest extent permitted by applicable Law, not collectibility and are absolute, irrevocable unconditional and unconditional, joint and severalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower Company under this Agreement, the Notes, if any, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee guaranty of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 13.2 that the obligations of the Affiliate Guarantors hereunder shall be absolute, unconditional and irrevocable, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Affiliate Guarantors hereunder which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Note and Guaranty Agreement (Oaktree Capital Group, LLC), Oaktree Capital Group, LLC, Oaktree Capital Group, LLC
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)Guarantor, it being the intent of this Section 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Credit Agreement (Molecular Templates, Inc.), Credit Agreement and Guaranty (IsoPlexis Corp), Credit Agreement (IsoPlexis Corp)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 9.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Bridge Loan Agreement (Lyondell Chemical Co), Bridge Loan Agreement (Lyondell Chemical Co), Bridge Loan Agreement (Lyondell Chemical Co)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment 10.1 are absolute and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, other Loan Documents or any other agreement or instrument referred to herein or thereintherein or reasonably related thereto, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Secured Obligations, and, to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor guarantor (except for payment in fullother than a defense of Full Payment), it being the intent of this Section 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder hereunder, which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 3 contracts
Samples: Term Loan Agreement (Milacron Holdings Corp.), Term Loan Agreement (Milacron Holdings Corp.), Term Loan Agreement (Milacron Holdings Corp.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 2 contracts
Samples: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.1, shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Guarantor Obligations of the Company Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Guarantor Obligations, and, and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor by any Company Guarantor, as applicable (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder any Guarantor hereunder, which shall shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above:;
Appears in 2 contracts
Samples: Credit Agreement (JELD-WEN Holding, Inc.), Credit Agreement (JELD-WEN Holding, Inc.)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 10.01 shall constitute a guaranty guarantee of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the NotesSecured Hedge Agreements, if any, the Treasury Services Agreements or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 2 contracts
Samples: Credit Agreement (Tradeweb Markets Inc.), Credit Agreement (Tradeweb Markets Inc.)
Obligations Unconditional. The obligations of the Affiliate Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, hereunder are absolute, irrevocable absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower under this Agreement, the Notes, if any, Notes or any other agreement or instrument referred to herein or therein, Loan Document or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor guarantor (except for other than, subject to clause (C) below, full payment in fulland satisfaction of all Guaranteed Obligations), it being the intent of this Section that the obligations of the Affiliate Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that that, to the extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of the Affiliate Guarantors hereunder which shall remain absolute, irrevocable absolute and unconditional under any and all circumstances as described above:
Appears in 2 contracts
Samples: Credit Agreement (O2wireless Solutions Inc), Credit Agreement (O2wireless Solutions Inc)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 SECTION 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Lawlaw, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 2 contracts
Samples: Credit Agreement (Ply Gem Industries Inc), Credit Agreement (Ply Gem Industries Inc)
Obligations Unconditional. (a) The obligations of the Member Guarantors under Section 11.01 shall 2.01 are joint and several and constitute a present and continuing guaranty of payment and to the fullest extent permitted by applicable Law, not collectibility and are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations obligations of the Borrower Company under this the Note and Guarantee Agreement, the Notes, if any, Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full)guarantor, it being the intent of this Section 2.02 that the obligations of the Member Guarantors hereunder shall be absolute, irrevocable and unconditional, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors any Member Guarantor hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:
Appears in 2 contracts
Samples: Amendment Deed (News Corp), 1 and Guarantee Agreement (News Corp)
