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 48 contracts
Samples: Credit Agreement (Portillo's Inc.), Credit Agreement (Perimeter Solutions, SA), 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 48 contracts
Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Grand Vacations 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: Second Lien Credit Agreement (CPI International Holding Corp.), Credit Agreement (Stockbridge/Sbe Investment Company, LLC), Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
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: Agreement (Decipher Biosciences, Inc.), Agreement (Decipher Biosciences, Inc.), Agreement (Decipher Biosciences, 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 (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.), Amendment Agreement (Nielsen Holdings PLC)
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: Year Credit Agreement (Best Buy Co Inc), Year Credit Agreement (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: Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc), Security Agreement (Sinclair Broadcast Group 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: Credit Agreement (Blucora, Inc.), Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, 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: Credit Agreement (Lbi Media Holdings Inc), Lease Agreement (Lbi Media Holdings Inc), Credit Agreement (Affinity Group Holding, 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 (Alcentra Capital Corp), Guarantee, 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 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 11 contracts
Samples: Credit Agreement (Davita Inc.), Credit Agreement (Tivity Health, Inc.), Credit Agreement (Davita 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, 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 (Correvio Pharma Corp.), Loan Agreement (Dynavax Technologies Corp), Term Loan Agreement (T2 Biosystems, 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 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 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 9 contracts
Samples: Credit Agreement (United Parks & Resorts Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, 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, 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: Loans and Payments (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.), Abl Credit Agreement (Option Care Health, 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 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: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Ivanhoe Energy 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.), Credit Agreement (Edgen 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 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), Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)
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), First Lien Credit Agreement (Krispy Kreme Doughnuts 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 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 (Audacy, Inc.), Credit Agreement (Entercom Communications Corp), Credit Agreement (CBS 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 6 contracts
Samples: Credit Agreement (SGS International, Inc.), Credit Agreement (Bearingpoint Inc), Credit Agreement (Macrovision Solutions 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 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 (International Coal 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 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: Credit Agreement (Yellow Corp), Credit Agreement (Yellow Corp), Tranche B Term Loan Credit Agreement (YRC Worldwide 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: Credit Agreement (Telesat Holdings Inc.), Credit Agreement (Telesat Holdings 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 (TiVo Corp), First Lien Credit Agreement (Global Geophysical Services Inc), Credit Agreement (Rovi 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 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 (Vivint Smart Home, Inc.), Credit Agreement (Alight Group, Inc.), 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: Credit Agreement (Basic Energy Services Inc), Control Agreement (Bearingpoint Inc), Term Loan Credit Agreement (Lenox Group 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 6 contracts
Samples: Credit Agreement (HC2 Holdings, Inc.), Credit Agreement (HC2 Holdings, Inc.), Credit Agreement (Five Below, Inc)
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 (Vivint Smart Home, Inc.), Credit Agreement (Vivint Smart Home, Inc.), Credit Agreement (APX Group 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, 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: Pledge Agreement (International Seaways, Inc.), Credit Agreement (International Seaways, Inc.), Credit Agreement (International Seaways, Inc.)
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 5 contracts
Samples: First Lien 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 (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 (Inland Resources Inc), Exchange and Note Issuance Agreement (Pengo Industries Inc), Senior Subordinated Note Purchase 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 (Ancestry.com LLC)
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: Credit and Guarantee Agreement (ATI Intermediate Holdings, LLC), Restatement Agreement (Infrastructure & Energy Alternatives, Inc.), And Restatement Agreement (Infrastructure & Energy Alternatives, 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 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 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 South American Logistics Inc.), Credit Agreement (Navios Maritime Partners L.P.), Credit Agreement (Navios Maritime Midstream Partners LP)
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), Credit Agreement (HMS Holdings 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 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: Term Loan Credit Agreement (Internap Corp), Senior Secured Term Loan Credit Agreement (Internap Corp), Credit Agreement (Internap 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 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. (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: Note and Guarantee Agreement (Firstservice Corp), Firstservice Corporation (Firstservice Corp), Note and Guarantee Agreement (Firstservice 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, 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 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, Inc.), Credit Agreement (PF2 SpinCo LLC), 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, Repayment Guaranty (Maguire Properties Inc), New Century Guaranty (Maguire Properties Inc)
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: Abl Credit Agreement (J.Jill, Inc.), Schedules (J.Jill, Inc.), Abl Credit Agreement and Waiver (J.Jill, 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 4 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 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 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: Lien Credit Agreement (Powerschool Holdings, Inc.), Credit Agreement (Powerschool Holdings, Inc.), Bridge Loan Credit Agreement (Powerschool Holdings, 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 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), Fourth Supplemental Indenture (Bill Barrett Corp), Third 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 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.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
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: Note and Guarantee Agreement (Amcor PLC), Note and Guarantee Agreement (Amcor PLC), Amcor Finance (Amcor PLC)
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. 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 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 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. 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), Option Credit Agreement (Linens N Things Inc), Credit Agreement (LNT Leasing II, LLC)
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 (Volta 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 4 contracts
Samples: Credit Agreement (JELD-WEN Holding, Inc.), Credit Agreement (JELD-WEN Holding, Inc.), Revolving Credit Agreement (JELD-WEN Holding, Inc.)
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 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.), Credit Agreement and Guaranty (C4 Therapeutics, Inc.), Security Agreement (Chembio Diagnostics, 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. 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. 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 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), First Lien Credit Agreement (SolarWinds Corp), Security Agreement (SolarWinds Corp)
Obligations Unconditional. The obligations of the Guarantors under Section 11.01 7.1, 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 Company 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 3 contracts
Samples: Pledge and Security Agreement, Credit Agreement (TMS International Corp.), Pledge and Security Agreement (TMS International 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 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 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 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: Joinder Agreement (Informatica Inc.), Credit and Guaranty Agreement (Informatica Inc.), Restatement Agreement (LEGALZOOM.COM, Inc.)
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 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 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: Credit Agreement (NPC Restaurant Holdings, LLC), Credit Agreement (NPC Restaurant Holdings, LLC), Franchise Agreement (NPC Operating Co B, 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 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. (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 PLC), Credit Agreement (CLARIVATE PLC), Credit Agreement (Clarivate Analytics PLC)
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 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 and Guaranty (IsoPlexis Corp), Credit Agreement (IsoPlexis Corp), Credit Agreement (Molecular Templates, Inc.)
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 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, 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 (Applied Business Telecommunications), Credit Agreement (Advanstar Inc), Advanstar 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 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 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 Consumer Healthcare Inc.), Term Loan Credit Agreement (Prestige Brands Holdings, Inc.), Term Loan Credit Agreement (Prestige Brands Holdings, 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 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 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 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. (a) The obligations of the Guarantors Guarantor 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 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 13.2 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 2 contracts
Samples: Note and Guarantee Agreement (Gtech Holdings Corp), Note and Guarantee Agreement (Midas Inc)
Obligations Unconditional. The obligations Obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Laware irrevocable, are absolutecontinuing, 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, other than the defense of the payment in full of the Obligations, 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 2 contracts
Samples: Credit Agreement and Guaranty (Biodesix Inc), Credit Agreement and Guaranty (Biodesix Inc)
Obligations Unconditional. The obligations Obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Laware irrevocable, are absolutecontinuing, 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, 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 2 contracts
Samples: Credit Agreement (Trinity Biotech PLC), Credit Agreement (Trinity Biotech PLC)
Obligations Unconditional. The obligations of the Guarantors Guarantor under Section 11.01 shall constitute a guaranty of payment 6.01 hereof 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 obligations of the Borrower Company 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 guarantor (except for other than payment in fullfull of the Guaranteed Obligations), it being the intent of this Section 6.02 that the obligations of the Guarantor 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 2 contracts
Samples: Credit Agreement (United Stationers Supply Co), Credit Agreement (United Stationers Supply Co)
Obligations Unconditional. The obligations of the Guarantors Guarantor under Section 11.01 9.01 (Guarantee) shall constitute a guaranty of payment be continuing, irrevocable, primary, 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, any Financing 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, 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 9.02 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 alter, limit or impair the liability of the Guarantors hereunder Guarantor hereunder, which shall remain absoluteabsolute and unconditional, irrevocable and unconditional under any and all circumstances as described above, without regard to and not be released, discharged or in any way affected (whether in full or in part) by:
Appears in 2 contracts
Samples: Revolving Credit Agreement (Renewable Energy Group, Inc.), Revolving Credit Agreement (Renewable Energy 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, 4.1 are absolute, irrevocable and unconditional, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations any of the Borrower under this Agreement, the Notes, if anyCredit 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 Credit Party 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 4.2 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 that, to the fullest extent permitted by law, 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 absolute and unconditional under any and all circumstances as described above:
Appears in 2 contracts
Samples: Credit Agreement (Promus Hotel Corp), Credit Agreement (Promus Hotel Corp)
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, 5.1 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 Issuer under this Agreement, the Notes, if any, Indenture 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 2 contracts
Samples: Indenture (NRG Energy Inc), Guarantee Agreement (Somerset Power 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 2 contracts
Samples: Credit Agreement (Zymeworks Inc.), Credit Agreement (Zymeworks 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 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:: 91
Appears in 2 contracts
Samples: Indenture (Bonanza Creek Energy, Inc.), Indenture (Bonanza Creek Energy Operating Company, LLC)
