Liability Absolute. The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by:
Liability Absolute. The obligations of the Company, WFS, WII and the Trust hereunder shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances:
Liability Absolute. The liability of each Guarantor hereunder shall be absolute, unlimited and unconditional and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any claim, defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any other Obligation or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired, released, limited or otherwise affected by:
Liability Absolute. This Agreement shall be a continuing guarantee and subordination agreement and the liability of the Guarantors hereunder shall be absolute, unconditional and irrevocable and shall not be discharged, diminished or in any way affected by:
Liability Absolute. 31 Section 3.08. Liability of Financial Security......................................31 Section 3.09. Payment of Costs, Fees and Expenses..................................32 Section 3.10. Payment Procedure....................................................33 Section 3.11. Business Days........................................................33 Section 3.12. Waivers and Consents by Seller and WFS...............................33
Liability Absolute. Without limiting the generality of the foregoing, the liability of the Guarantor will not be released, discharged, diminished, limited or otherwise affected by: (i) any change in the name, existence, structure, powers, business, constitution, objects, capital, constating documents, by-laws, control or ownership of the Debtor, the Guarantor or any other person, or (ii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor, it being the intention of the Debtor and the Guarantor that the Guarantor’s obligations hereunder shall not be discharged except by (a) the Guarantor’s or Debtor’s performance of such obligations, and then only to the extent of such performance, or (b) any other termination of such obligations, and then only to the extent of such termination.
Liability Absolute. 42 Section 3.08. Liability of Financial Security ........................... 43 Section 3.09. Payment of Costs, Fees and Expenses ....................... 43 Section 3.10.
Liability Absolute. Lyric shall have the right to assert any defenses to enforcement of the Obligations that would be available to Franchisees, other than defenses based on bankruptcy or insolvency laws. However, except for the preceding sentence, Lyric's liability for payment and performance of the Obligations shall be absolute and unconditional; and Lyric unconditionally and irrevocably waives each and every defense which, under principles of guaranty or suretyship law, would otherwise operate to impair or diminish such liability; and nothing except actual full payment and performance to Franchisor of the Obligations shall operate to discharge Lyric's liability under this Article 29. Without limiting the foregoing, Franchisor shall have the right, from time to time and without notice, to: (a) extend any credit to any Franchisee, (b) accept any collateral, security or guarantee for any Obligations or any other credit, (c) determine how, when and what application of payments, credits and collections, if any, shall be made on the Obligations and any other credit and accept partial payments, (d) determine what (if anything) shall be done with respect to any collateral or security, (e) subordinate, sell, transfer, surrender, release or otherwise dispose of any such collateral or security, and purchase or otherwise acquire any such collateral or security at foreclosure or otherwise, and (f) with or without consideration grant, permit or enter into any waiver, amendment, extension, modification, refinancing, indulgence, compromise, settlement, subordination, discharge or release of any of the Obligations.
Liability Absolute. The liability of Guarantor hereunder is absolute and unconditional and shall not be affected by any circumstances whatsoever, including without limitation, any right of set-off, defense or counterclaim asserted by Guarantor or any other Person against Purchaser based upon any failure by Purchaser or any other Person to perform any of its or their obligations to Borrower contained in the Investment Agreement, any Ancillary Agreement or any agreement or agreements related hereto or thereto, but excluding any right of set-off, defense or counterclaim asserted by Borrower based upon Purchaser's failure to perform its obligations under the Credit Agreement or any other Credit Document.
Liability Absolute. The Guarantor's obligations hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations, the Notes or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense hereto other than indefeasible repayment in full of the Obligations. The Agent, the Issuing Bank and the Lenders make no representation or warranty with respect to any such circumstances and have no duty or responsibility whatsoever to the Guarantor in respect to the management and maintenance of the Obligations or any collateral for the Obligations.
