Common use of Character of Obligation Clause in Contracts

Character of Obligation. The Guaranty set forth in this Section is a primary and original obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of each Guarantor under this Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, set-off, counterclaim, recoupment or termination whatsoever, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by: (a) any default, failure or delay, willful or otherwise, in the performance by the Company of any obligations of any kind or character whatsoever of the Company; (b) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Company or any other Person or in respect of the property of the Company or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company or any other Person; (c) impossibility or illegality of performance on the part of the Company of its obligations under the Notes, this Agreement, any other Financing Agreement or any other instruments or agreements; (d) the validity or enforceability of the Notes, this Agreement, any other Financing Agreement or any other instruments or agreements; (e) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified; eFUNDS CORPORATION NOTE PURCHASE AGREEMENT (f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, debt, obligations or liabilities of any charter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under this Agreement, the Notes or any other Financing Agreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; (g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or (h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such Guarantor under this Guarantee Agreement, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash.

Character of Obligation. The Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions, except as provided in Section 9.11. UTi Worldwide Inc. Note Purchase Agreement The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, set-off, counterclaim, recoupment or termination whatsoever, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by: (a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Companysuch Obligor; (b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person; (c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations under the Notes, this Agreement, any other Financing Agreement or any other instruments or agreements; (d) the validity or enforceability of the Notes, this Agreement, any other Financing Agreement or any other instruments or agreements; (e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified; eFUNDS CORPORATION NOTE PURCHASE AGREEMENT; (f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, debt, obligations or liabilities of any charter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under this Agreement, the Notes or any other Financing Agreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; ; UTi Worldwide Inc. Note Purchase Agreement (g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or (h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such Guarantor under this Guarantee Agreement, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash.

Character of Obligation. The Guaranty set forth in this Section 23 is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibilitycollectability) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions, except as provided in Section 9.11. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes Lender to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, set-off, counterclaim, recoupment or termination whatsoever, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash. UTi Worldwide Inc. Nedbank Facilities Agreement Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by: (a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Companysuch Obligor; (b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person; (c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations under the Notes, this Agreement, any other Financing Agreement or any other instruments or agreements; (d) the validity or enforceability of the Notes, this Agreement, any other Financing Agreement or any other instruments or agreements; (e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified; eFUNDS CORPORATION NOTE PURCHASE AGREEMENT; (f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, debt, obligations or liabilities of any charter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under this Agreement, the Notes or any other Financing Agreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; (g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or or UTi Worldwide Inc. Nedbank Facilities Agreement (h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such any Subsidiary Guarantor under this Subsidiary Guarantee Agreement, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash.

Character of Obligation. The Guaranty set forth in this Section is a primary and original obligation of each Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibility) and shall remain in full force and effect until the full, final and indefeasible payment of the Guaranteed Obligations without respect to future changes in conditions. The obligations of each Guarantor under this Guarantee Agreement and the rights of the holders of Notes to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, set-off, counterclaim, recoupment or termination whatsoever. A. ▇▇▇▇▇▇▇▇ Europe GmbH A. ▇▇▇▇▇▇▇▇, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash. Inc. Note Purchase Agreement Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by: (a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Companysuch Obligor; (b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person; (c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations under the Notes, this Agreement, any other Financing Agreement or any other instruments or agreements; (d) the validity or enforceability of the Notes, this Agreement, any other Financing Agreement or any other instruments or agreements; (e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified; eFUNDS CORPORATION NOTE PURCHASE AGREEMENT; (f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, debt, obligations or liabilities of any charter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under this Agreement, the Notes or any other Financing Agreement, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; (g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or A. ▇▇▇▇▇▇▇▇ Europe GmbH A. ▇▇▇▇▇▇▇▇, Inc. Note Purchase Agreement (h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the obligations of such any Guarantor under this Guarantee Agreement, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash.

Character of Obligation. The Guaranty set forth in this Section Article IX is a primary and original obligation of each Subsidiary Guarantor and is an absolute, unconditional, continuing and irrevocable guarantee of payment and performance (and not of collectibilitycollectability) and shall remain in full force and effect until the full, final and indefeasible payment in cash of the Guaranteed Obligations without respect to future changes in conditions, except as provided in Section 6.14. The obligations of each Subsidiary Guarantor under this Subsidiary Guarantee Agreement and the rights of the holders of Notes Lender to enforce such obligations by any proceedings, whether by action at law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination, whether by reason of any claim of any character whatsoever or otherwise, including, without limitation, claims of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, set-set off, counterclaim, recoupment or termination whatsoever, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise affected by: (a) any default, failure or delay, willful or otherwise, in the performance by the Company any Obligor of any obligations of any kind or character whatsoever of the Companysuch Obligor; (b) any creditors' ’ rights, bankruptcy, receivership or other insolvency proceeding of the Company any Obligor or any other Person or in respect of the property of the Company any Obligor or any other Person or any merger, consolidation, reorganization, dissolution, liquidation or winding up of the Company any Obligor or any other Person; (c) impossibility or illegality of performance on the part of the Company any Obligor of its obligations under the Notes, this Agreement, any other Financing Agreement Loan Document or any other instruments or agreements; (d) the validity or enforceability of the Notes, this Agreement, any other Financing Agreement Loan Document or any other instruments or agreements; (e) in respect of the Company any Obligor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company any Obligor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotions, acts of terrorism, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether or not beyond the control of the Company any Obligor or any other Person and whether or not of the kind hereinbefore specified; eFUNDS CORPORATION NOTE PURCHASE AGREEMENT; (f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, debt, obligations or liabilities of any charter, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under this Agreement, the Notes or any other Financing AgreementLoan Document, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; (g) any order, judgment, decree, law, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by any party of its respective obligations under any instruments; or (h) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Subsidiary Guarantor in respect of the obligations of such any Subsidiary Guarantor under this Subsidiary Guarantee Agreement, other than the defense that the Guaranteed Obligations have been fully and finally performed and indefeasibly paid in full in cash.