Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among the Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company with respect to the Obligations. This Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrower) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of the Company under this Section 9.4, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers or any such other Person or of any such guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (Diebold Inc), Credit Agreement and Guaranty (Diebold Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower, any other Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the Company. This Article IX purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 2 contracts
Sources: Credit Agreement (MSC Industrial Direct Co Inc), Credit Agreement (MSC Industrial Direct Co Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Company Obligations or Borrowing Subsidiaries Obligations, as applicable, and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantees contained in this Agreement Section 2 or acceptance of the guarantees contained in this AgreementSection 2; the Company Obligations and the Borrowing Subsidiary Obligations, as applicable, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees contained in this AgreementSection 2; and all dealings among between the BorrowersCompany or the Borrowing Subsidiaries, as applicable, and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantees contained in this AgreementSection 2. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or the Company Borrowing Subsidiaries, as applicable or any of the Guarantors with respect to the Company Obligations or the Borrowing Subsidiaries Obligations, as applicable. This Article IX Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any other Loan Document, any of the Company Obligations or Borrowing Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Company or the Borrowing Subsidiaries, as applicable, or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or the Borrowing Subsidiaries, as applicable, or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Company Obligations or of the Borrowing Subsidiaries for the Borrowing Subsidiaries Obligations, as applicable, or of such Guarantor under the Company under guarantees contained in this Section 9.42, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company or the Borrowing Subsidiaries, as applicable, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Company Obligations or the Borrowing Subsidiary Obligations, as applicable, or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Company or the Borrowing Subsidiaries, as applicable, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company or the Borrowing Subsidiaries, as applicable, any other Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the Company. This Article IX purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (First Solar, Inc.), Guarantee and Collateral Agreement (First Solar, Inc.)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Company or the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, the Letters of Credit, any of the other Loan DocumentCredit Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset set-off with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offsetset-off, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full full, no Letter of Credit shall remain outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (Gulfstream Aerospace Corp), Credit Agreement (Gulfstream Aerospace Corp)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all obligations of the Obligations Guarantor under this Guarantee have been satisfied by payment in full and the Commitments shall be terminatedreleased pursuant to Section 11, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Bank or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent Agent, the Issuing Bank and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers Borrower and the Company Guarantor with respect to the Obligations. This Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Documentdocuments executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Bank or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Guarantor against the Administrative Agent Agent, the Issuing Bank or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Article, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent Agent, the Issuing Bank and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Agent, the Issuing Bank or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Agent, the Issuing Bank or any Lender against the CompanyGuarantor. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent Agent, the Issuing Bank and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by payment in full the occurrence of the Termination Date, and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc)
Guarantee Absolute and Unconditional. The Company waives any liability and all notice obligations of the creationGuarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by:
(a) any extension, other indulgence, renewal, extension settlement, discharge, compromise, waiver, subordination or accrual release in respect of any Obligation, security, person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations Obligations, covenants or undertakings of the Canadian Borrower under the Documents;
(b) any modification or amendment of or supplement to the Obligations;
(c) any loss of or in respect of any security held by the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security;
(d) any change in the existence, structure, constitution, name, control or ownership of the Canadian Borrower or any other person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or any other person or their respective assets;
(e) the existence of any set-off, counterclaim, claim or other right which the Guarantor or the Canadian Borrower may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, this Guarantee or any unrelated transaction;
(f) any provision of applicable law purporting to prohibit or limit the payment by the Canadian Borrower of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law;
(g) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary to payment of the Obligations;
(h) any release, substitution or addition of any other guarantor of the Obligations;
(i) any defence arising by reason of any failure of any Beneficiary to make any presentment, or protest or to give any other notice, including notice of or proof all of reliance by the Administrative Agent or any Lender upon this Agreement or following: acceptance of this Agreement; Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations;
(j) any defence arising by reason of any failure of a Beneficiary to proceed against the Canadian Borrower or any other person, or to apply or exhaust any security held from the Canadian Borrower or any other person for the Obligations, and to proceed against, apply or exhaust any of them, shall conclusively be deemed to have been created, contracted security held from the Guarantor or incurredany other person, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among the Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company with respect pursue any other remedy available to the Obligations. This Article IX shall be construed as a continuingBeneficiaries;
(k) any defence arising by reason of the invalidity, absolute and unconditional guarantee illegality or lack of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any part thereof or of any security or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrower) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lenderin support thereof, or (c) any other circumstance whatsoever (with or without notice to or knowledge by reason of any Borrower) that constitutesincapacity, lack of authority, or might be construed to constitute, an equitable or legal discharge other defence of the Borrowers for the Obligations, or of the Company under this Section 9.4, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Canadian Borrower or any other Person person, or against by reason of any guarantee for limitation, postponement or prohibition on a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of the Canadian Borrower or any other person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full, in cash, of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Canadian Borrower or any other person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise;
(l) any defence arising by reason of the failure by a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of the Canadian Borrower or any other person, or by reason of any interest of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral;
(m) any defence based upon or arising out of offset with respect theretoany impossibility, and impracticality, frustration of purpose, illegality, force majeure or act of government;
(n) any defence arising by reason of the failure of the Beneficiaries to marshal assets;
(o) to the extent permitted under applicable law, any defence based upon any failure by of the Administrative Agent Beneficiaries to give to the Canadian Borrower or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offsetthereof, or any release of the Borrowers notice that may be given in connection with any sale or any such other Person or disposition of any such guarantee property;
(p) any defence based upon or right of offset, shall not relieve the Company arising out of any liability bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Canadian Borrower or any other person, including any discharge or bar against collection of any of the Obligations; [or
(q) [the fact that the Canadian Borrower has a general partnership interest in the Guarantor;] or [Note: Insert subparagraph (p) if applicable.]
(r) any other law, event or circumstance or any other act or failure to act or delay of any kind by the Canadian Borrower, the Beneficiaries or any other person, which might, but for the provisions of this Section, constitute a legal or equitable defence to or discharge, limitation or reduction of the Guarantor’s obligations hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available other than as a matter of law, result of the Administrative Agent payment or any Lender against the Company. This Article IX shall remain extinguishment in full force of the Obligations. The foregoing provisions apply and effect and be binding in accordance with and the foregoing waivers, to the extent permitted under applicable law, shall be effective even if the effect of its terms upon any action or failure to take action by the Company and its successors and assignsBeneficiaries is to destroy or diminish the Guarantor’s subrogation rights, and shall inure the Guarantor’s right to proceed against the benefit Canadian Borrower for reimbursement, the Guarantor’s right to recover contribution from any other guarantor or any other right or remedy of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Borrower or the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any of the Security Documents, any other Loan Document, any of the Obligations obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their its respective successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (Aavid Thermal Technologies Inc), Credit Agreement (Aavid Thermal Technologies Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of Lenders against such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (General Electric Co), Bridge Loan Agreement (General Electric Co)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (Food Lion Inc), Credit Agreement (Food Lion Inc)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Mexican Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Mexican Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersMexican Borrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Mexican Borrowers and the Company or any other guarantor with respect to the Mexican Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Credit Agreement or any Note or other Loan Document, any of the Mexican Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Mexican Borrower against the Administrative Agent or any Lender, or (c) any other circumstance (other than a defense of payment or performance) whatsoever (with or without notice to or knowledge of any Borrowerthe Borrowers or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Mexican Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Mexican Borrower or any other Person or against any collateral security or guarantee for the Mexican Obligations (including, without limitation, the guarantee of the US Borrower contained in Article XI of the Credit Agreement) or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers any Mexican Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Mexican Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, hereunder and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Mexican Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be have been terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers any Mexican Borrower may be free from any Mexican Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Navistar International Corp), Parent Guarantee (Navistar International Corp)
Guarantee Absolute and Unconditional. The Company (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and any and all notice of or proof of reliance by the Administrative Agent or any Lender Sybron upon this Agreement Guarantee or acceptance of this Agreement; the Obligations, and any of them, Guarantee. The Obligations shall conclusively be deemed to have been created, contracted or contracted, incurred, or renewed, extended, amended or waived, waived in reliance upon this Agreement; Guarantee. All dealings between SDS and all dealings among any of the BorrowersGuarantors, on the one hand, and the Administrative Agent and the LendersSybron, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company Guarantee.
(b) Each Guarantor waives diligence, presentment, protest, demand for payment satisfaction or performance and notice of default nonsatisfaction or nonpayment nonperformance to or upon SDS or any of the Subsidiary Borrowers and the Company Guarantors with respect to the Obligations. This Article IX .
(c) Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment to satisfy and perform the Obligations without regard to to: (ai) the validity, regularity or enforceability of this Agreement, any other Loan Document, the Assignment or any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Obligations; (bii) any defense, set-off or counterclaim (other than a defense of payment satisfaction or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower SDS against the Administrative Agent or any Lender, Sybron; or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerSDS or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for SDS from the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance instance.
(other than a defense of payment or performance by the Borrowers). d) When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender Sybron may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any guarantee SDS for the Obligations or any right of offset with respect theretoObligations, and any failure by the Administrative Agent or any Lender Sybron to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offsetSDS, or any release of the Borrowers or any such other Person or of any such guarantee or right of offset, SDS shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Sybron against the Company. such Guarantor.
(e) This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent Sybron and the Lenders, and their its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment or performed in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyfull.
Appears in 2 contracts
Sources: General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities (Sybron Dental Specialties Inc), General Assignment, Assumption and Agreement Regarding Litigation, Claims and Other Liabilities (SDS Holding Co)
Guarantee Absolute and Unconditional. The Company AMD waives any and all notice of the creation, renewal, extension extension, amendment, modification or accrual of any of the AMD Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Company upon this Agreement AMD Guaranty or acceptance of this AgreementAMD Guaranty; the AMD Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreementthe AMD Guaranty; and all dealings among the Borrowersbetween AMD Member and AMD, on the one hand, and the Administrative Agent Company or Fujitsu and the LendersFujitsu Member, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the AMD Guaranty. AMD agrees that (i) any notice provided under this Agreement. The Company waives diligence, presentment, protest, Agreement to AMD Member (including any demand for payment and or notice of default or nonpayment non payment) shall be deemed to constitute notice to AMD for purposes hereof and (ii) any knowledge of AMD Member shall be deemed knowledge of AMD for purposes hereof. Nothing in this Article 11 shall be deemed to constitute a waiver of, or upon the Subsidiary Borrowers and the Company with respect prevent AMD from asserting, any valid defense that may be asserted by AMD Member. AMD waives to the Obligationsfullest extent permitted by Applicable Law any defense whatsoever to the performance of the AMD Guaranteed Obligations that would not constitute a valid defense by AMD Member (including, without limitation, any defense that may be derived from or afforded by Applicable Law that limits the liability of or exonerate guarantors or sureties). This Article IX AMD understands and agrees that this AMD Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (a) the validity, regularity validity or enforceability of this Agreement, any other Loan Document, any of the Obligations Agreement or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrower) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lenderthis Article 11, or (cb) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerAMD Member or AMD) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers AMD Member for the AMD Guaranteed Obligations, or of AMD under the Company under this Section 9.4, AMD Guaranty in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)similar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against AMD, the Company, the Administrative Agent and any Lender Fujitsu or Fujitsu Member may, but shall be under no obligation to (and AMD irrevocably and unconditionally hereby waives to the fullest extent permitted by Applicable Law any right AMD may have to require the Company or any other Person to, and any defense that may arise from the Company’s or any other Person’s failure to) make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower AMD Member or any other Person or against any guarantee collateral security or guaranty for the AMD Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or Company to make any Lender such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers AMD Member or any such other Person or to realize upon any such guarantee collateral security or guaranty or to exercise any such right of offset, or any release of the Borrowers AMD Member or any other Person or any such other Person or of any such guarantee collateral security, guaranty or right of offset, shall not relieve the Company AMD of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or Company against AMD. For the purposes hereof “demand” shall include the commencement and continuance of any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 2 contracts
Sources: Limited Liability Company Operating Agreement (Advanced Micro Devices Inc), Limited Liability Company Operating Agreement (Advanced Micro Devices Inc)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company Borrower with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among the Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company with respect to the Obligations. This Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrower) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of the Company under this Section 9.4, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers or any such other Person or of any such guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (Diebold Inc), Credit Agreement (Diebold Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right fight of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 2 contracts
Sources: Subsidiaries' Guarantee (Hanover Compressor Co), Subsidiaries' Guarantee (Hanover Compressor Co /)
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementArticle X; and all dealings among between the BorrowersCompany and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Foreign Subsidiary Borrowers and or any of the Company Subsidiary Guarantors with respect to the Subsidiary Obligations. This Article IX The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any other Loan Document, any of the Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Foreign Subsidiary Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerBorrower or any Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Foreign Subsidiary Borrowers for the Subsidiary Obligations, or of the Company under this Section 9.4Article X, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Foreign Subsidiary Borrowers, any Borrower Subsidiary Guarantor or any other guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers any Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any obligation or liability hereunderunder this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX X. For the purposes hereof “demand” shall be joint include the commencement and several with all obligations continuance of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 2 contracts
Sources: Credit Agreement (Coach Inc), Credit Agreement (Coach Inc)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Mexican Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Mexican Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersMexican Borrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Mexican Borrowers and the Company or any other guarantor with respect to the Mexican Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Credit Agreement or any other Loan DocumentNote, any of the Mexican Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Mexican Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrowers or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Mexican Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Mexican Borrower or any other Person or against any collateral security or guarantee for the Mexican Obligations (including, without limitation, the guarantee of the US Borrower contained in Article XI of the Credit Agreement) or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers any Mexican Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Mexican Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Mexican Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be have been terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers any Mexican Borrower may be free from any Mexican Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent Trustee or any Lender the Holders upon this Agreement or acceptance of this Agreement; Guarantee, the Guaranteed Obligations, and any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersCompany and the Guarantor, on the one hand, and the Administrative Agent Trustee and the LendersHolders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or the Company Guarantor with respect to the Guaranteed Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Indenture or any other Loan Documentof the Senior Subordinated Notes, any of the Guaranteed Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Trustee or any Lenderthe Holders, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent Trustee or any Lenderthe Holders, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of any Borrowerthe Company or such Guarantor) that constituteswhich constitute, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Guaranteed Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender Trustee and/or the Holders may, but shall be under no obligation to, pursue such rights and remedies as it or they may have against any Borrower the Company or any other Person or against any guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Trustee or any Lender the Holders to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers Company or any such other Person or of any such guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Trustee and/or the Holders against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersTrustee, and their respective its successors, indorsees, transferees and assigns, and the Holders from time to time of the Senior Subordinated Notes until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of this Agreement the Borrowers Indenture the Company may be free from any Guaranteed Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Indenture (Printpack Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee Agreement (RBX Corp)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Lender or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Company or any of the one hand, Guarantors and the Administrative Agent and Agent, the Lenders, on the other, Issuing Lender or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Credit Document, the Letters of Credit, any Interest Rate Agreements, any Foreign Currency Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time tune or from time to time held by the Administrative Agent Agent, the Issuing Lender or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Company, any Borrower of the Guarantors or any other Person against the Administrative Agent Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Obligations, or of the Company any Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its its. terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company waives Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among dealings, between the BorrowersBorrower or the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company waives Guarantors waive diligence, presentment, protest, demand for payment and notice of default or nonpayment to or of upon the Subsidiary Borrowers and Borrower or the Company Guarantors with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantors) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantors under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companya Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunderhere-under, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenderslenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (Ifco Systems Nv)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, Lender on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Loan Agreement, or any other Loan DocumentAncillary Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersLender, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlycash.
Appears in 1 contract
Sources: Guarantee of Validity of Collateral (Ventures National Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agents, the Paying Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower or the Guarantor, on the one hand, and the Administrative Agents, the Paying Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company Borrower or Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Term Loan Agreement or any other Loan Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agents, the Paying Agent or any Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agents, the Paying Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for Borrower from the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agents, the Paying Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Agents or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower, Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower, Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agents, the Paying Agent or any Lender against Guarantor. For the Company. This Article IX purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Guarantee (Aol Time Warner Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of Lenders against such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Credit Agreement (Comcast Corp)
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between any other Borrower and the BorrowersCompany, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and any Borrower or the Company with respect to the Obligations. This Article IX The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerBorrower or the Company) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers such Borrower for the Obligations, or of the Company under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the applicable Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers such Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers such Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any liability hereunderunder this Article VIII, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Company. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Company under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers any Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Credit Agreement (Claiborne Liz Inc)
Guarantee Absolute and Unconditional. The Company Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Borrower or any of the one hand, Subsidiary Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Subsidiary Borrowers and the Company Guarantors with respect to the Obligations. This Article IX Each Subsidiary Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Subsidiary Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Subsidiary Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such guarantee or right of offset, shall not relieve the Company such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Companysuch Subsidiary Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in full and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Borrower or the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments Commitment shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; the Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended annexed or waived, in reliance upon this Agreement; Guarantee, and all dealings among between the Borrowers, on Company or any of the one hand, Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the ObligationsObligations or this Guarantee. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, without regard to (whether or not the Guarantor or the Company shall have any knowledge or notice of any of the following)
(a) the validity, regularity or enforceability of this the Revolving Credit Agreement, the Revolving Notes, the Swing Line Note, the Standby Letters of Credit, any of the other Loan DocumentCredit Documents, any of the Obligations or any other collateral security therefore or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent or any Lender, or (c) any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the Credit Documents or any other instrument or agreement applicable to any of the parties to such agreements, or any furnishing or acceptance of additional security, or any release of, exchange or action with respect to any security, for the obligations of the Company under the Credit Documents, or the failure of any security or the failure of any Person to perfect any interest in any collateral security; (d) any exercise, nonexercise or waiver of any right, remedy, power or privilege under or in respect of any Credit Document or any obligation or liability contained therein or any failure to mitigate damages under any Credit Document or any waiver of any such right, remedy, power or privilege or any failure to give any notice (including notice of an Event of Default) to any Credit Party; (e) any extension of time for payment of any Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Credit Document, or the extension or the renewal of any thereof; and (f) any other law, rule, regulation, event, condition or circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee (or of a guarantor or surety in general), in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset set-off with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offsetset-off, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full full, no Standby Letter of Credit shall remain outstanding or not fully cash collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Revolving Credit Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Swing Line Note (Hagler Bailly Inc)
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this AgreementSection 10; and all dealings among between the BorrowersBorrowers and the Company, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementSection 10. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and any Borrower or the Company with respect to the Obligations. This Article IX The Company understands and agrees that the guarantee contained in this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any other Loan DocumentNote, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrowers or the Company) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of the Company under the guarantee contained in this Section 9.410, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, Company the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower Borrower, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Borrowers, or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Borrower, or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, Lender on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other the Demand Loan DocumentDocuments, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersLender, and their respective its successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full and in cash. Without limiting the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations generality of the Company foregoing, Guarantor waives any defenses or rights arising under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided thatCalifornia Civil Code sections 2787 through 2855, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrowerinclusive, and provided further that no Guarantor shall have joint Sections 2899 and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly3433.
Appears in 1 contract
Sources: Guarantee (Media Arts Group Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the its Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; the Guarantee, its Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the its Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any BorrowerGuarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company any Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, each of the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company any Guarantor of any liability 108 hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or and the Lenders against any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company each Guarantor and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. (a) The Company Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations Guaranteed Obligations, and notice of or proof of reliance by the Administrative Agent or any other Term B-4 Lender upon this Agreement Guarantee or acceptance of this Agreement; the Obligations, and any of them, Guarantee. All Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Agreement; Guarantee, and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the other Term B-4 Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company To the fullest extent permitted by Applicable Law, the Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Guaranteed Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Guaranteed Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity, regularity or enforceability of this the Amended and Restated Credit Agreement, any other Loan Document, any of the Guaranteed Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Term B-4 Lender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which that may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, other Term B-4 Lender or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Guaranteed Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance instance, other than a discharge upon the payment in full of the Guaranteed Obligations (other than a defense of payment or performance by the Borrowersany contingent indemnity obligations not then due). When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any other Term B-4 Lender maymay without prejudice to the Guarantor’s right of subrogation in Section 2.4, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any guarantee for the Guaranteed Obligations (other than any contingent indemnity obligations not then due) or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Term B-4 Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any and the other Term B-4 Lender against the Company. Guarantor.
(b) Any Term B-4 Lender, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of the Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and (iv) exercise any other rights available to it under the Amended and Restated Credit Agreement.
(c) This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assigns, assigns and shall inure to the benefit of the Administrative Agent and the Lenders, other Term B-4 Lenders and their respective successors, indorsees, transferees and assigns, assigns until all the Guaranteed Obligations (other than any contingent indemnity obligations not then due) shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligationsfull. The obligations of the Company under Guarantor hereby irrevocably waives any right to revoke this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect Guarantee as to future transactions giving rise to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyGuaranteed Obligations.
Appears in 1 contract
Sources: Guarantee (Toys R Us Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between HCLP and any of the BorrowersGuarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon HCLP or any of the Subsidiary Borrowers and the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower HCLP against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerHCLP or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers HCLP for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower HCLP or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers HCLP or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers HCLP or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers HCLP may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Borrower or any of the one hand, Subsidiary Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Subsidiary Borrowers and the Company Guarantors with respect to the Obligations. This Article IX Each Subsidiary Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Subsidiary Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Subsidiary Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such guarantee or right of offset, shall not relieve the Company such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Companysuch Subsidiary Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments Commitment shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.110
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower, any other Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the Company. This Article IX purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Credit Agreement (FLN Finance Inc)
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative any Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among between the BorrowersBorrowers and the Company, on the one hand, and the Administrative Agent Agents and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company with respect to the Obligations. This Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative any Agent or any Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance by any Borrowerthe Borrowers) which may at any time be available to or be asserted by the Borrowers against any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrowers or the Company) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of the Company under this Section 9.4, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against the Company, the Administrative any Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative any Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative any Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent Agents and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Company under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender other 2017 Secured Party upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Agreement; Guarantee. All dealings between the Borrower and all dealings among any of the BorrowersGuarantors, on the one hand, and the Administrative Agent and the Lendersother 2017 Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company To the fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon upon, the Subsidiary Borrowers and the Company Borrower or any other Guarantor with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Credit Agreement or any other Loan Guaranteed Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lenderother 2017 Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lenderother 2017 Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Credit Parties for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender other 2017 Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender other 2017 Secured Party to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the other 2017 Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the CompanyGuaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lendersother 2017 Secured Parties, and their respective successors, indorseesindorses, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminatedTermination Date, notwithstanding that from time to time during the term of this Agreement the Borrowers any Guaranteed Transaction Documents may be free from any Obligations. The A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 14.17 of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyCredit Agreement.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementArticle X; and all dealings among between the BorrowersCompany, any Foreign Subsidiary Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Foreign Subsidiary Borrowers and or any of the Company Subsidiary Guarantors with respect to the Subsidiary Obligations. This Article IX The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any other Loan Document, any of the Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower Foreign Subsidiary Borrower, Subsidiary Guarantor or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerBorrower or any Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Foreign Subsidiary Borrowers or Subsidiary Guarantors for the Subsidiary Obligations, or of the Company under this Section 9.4Article X, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Foreign Subsidiary Borrowers, any Borrower Subsidiary Guarantor or any other guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers any Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Foreign Subsidiary Borrower, any Subsidiary Guarantor, any other guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any obligation or liability hereunderunder this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX X. For the purposes hereof “demand” shall be joint include the commencement and several with all obligations continuance of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among the Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company with respect to the Obligations. This Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any other Loan Documentthe Credit Documents, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any either Borrower against the Administrative Agent or any LenderBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either Borrower or any BorrowerGuarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for either Borrower from the Obligations, or of the Company any Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand upon or pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and or any Lender Bank may, but shall be under no obligation to, make a similar demand upon or pursue such rights and remedies as it may have against either Borrower, any Borrower Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Bank to make any such similar demand or to pursue such other rights or remedies or to collect any payments from the Borrowers either Borrower, any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers either Borrower, any Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against and the CompanyBanks. This Article IX Guarantee shall remain continue in full force and effect and be binding in accordance with and to the extent of its terms upon the Company such Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the LendersBanks, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of such Guarantor under this Guarantee shall have been satisfied by payment in full and full, the Commitments shall be are terminated, notwithstanding that from time to time during and no Letters of Credit are outstanding. For the term purposes hereof, "demand" shall include the commencement and continuance of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Credit Agreement (Mitchell Energy & Development Corp)
Guarantee Absolute and Unconditional. The Company Holdings waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this AgreementSection 10; and all dealings among between the BorrowersCompany or Holdings, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementSection 10. The Company Holdings waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company or Holdings with respect to the Obligations. This Article IX The guarantee contained in this Section 10 shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any other Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or Holdings) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Obligations, or of Holdings under the Company under guarantee contained in this Section 9.410, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder under this Section 10 against the CompanyHoldings, the Administrative Agent and or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Holdings of any liability hereunderunder this Section 10, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies Lenders against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyHoldings.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Company or any of the one hand, Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Term Loan Agreement, the Notes, any of the other Loan DocumentCredit Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset set-off with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offsetset-off, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Term Loan Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Bank upon this Agreement Guarantee or acceptance of this Agreement; the Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; Guarantee, and all dealings among between the BorrowersDebtor or any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersor any Bank, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Debtor or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Revolving Credit Note, any Application or any other Loan Document, or any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time time, or from time to time time, held by the Administrative Agent or any LenderBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Debtor or any Borrower other Guarantor against the Administrative Agent or any LenderBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Debtor or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Debtor or any other Guarantor for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its their rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender Bank may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Debtor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Bank to pursue such other rights or remedies or to collect any payments from the Borrowers Debtor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Debtor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Bank against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersBanks, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Debtor may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Bank upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, incurred and extended, amended or waived, and waived in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the LendersBanks, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower or the Subsidiary Borrowers and the Company Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) to the validity, regularity or enforceability of this the Credit Agreement, any Note, any other Loan Credit Document, any of the Obligations or any collateral security document or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrower) which may at any time be available to or be asserted by any either Borrower against the Administrative Agent or any LenderBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowereither Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers either Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand or pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and or any Lender Bank may, but shall be under no obligation to, make a similar demand upon or pursue such rights and remedies as it may have against any either Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Bank to make any such similar demand or to pursue such other rights or remedies or to collect any payments from the Borrowers either Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers either Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against and the CompanyBanks. This Article IX Guarantee shall remain continue in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.in
Appears in 1 contract
Sources: Credit Agreement (Mitchell Energy & Development Corp)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among the Borrowersbetween any Borrower and any Subsidiary Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any Subsidiary Borrowers and the Company Guarantor with respect to the Guaranteed Obligations. This Article IX Each Subsidiary Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this the Credit Agreement, any other Loan Document, any of the Hedge Agreements, any of the Cash Management Obligations, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Borrower for the Guaranteed Obligations, or of the Company such Subsidiary Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Companyany Subsidiary Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrowers, any Borrower other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers any Borrower, any other Subsidiary Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Borrower, any other Subsidiary Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Subsidiary Guarantor. For the Company. This Article IX purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Credit Agreement (Tapestry, Inc.)
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementArticle X; and all dealings among between the BorrowersCompany, the Subsidiaries and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Foreign Subsidiary Borrowers and Borrowers, the Company Subsidiaries or any of the Subsidiary Guarantors with respect to the Subsidiary Obligations. This Article IX The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any other Loan Document, any of the Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower Foreign Subsidiary Borrower, any Subsidiary or any other Person against the Administrative Agent or any LenderLender or any Cash Management Bank or any Hedge Bank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerBorrower or any Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Foreign Subsidiary Borrowers or the Subsidiaries for the Subsidiary Obligations, or of the Company under this Section 9.4Article X, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Foreign Subsidiary Borrowers or any, any Borrower relevant Subsidiary, any Subsidiary Guarantor or any other guarantor or any other Person or against any collateral security or guarantee for the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers any Foreign #93177127v17 Subsidiary Borrower, any Subsidiary, any Subsidiary Guarantor or any such other guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Foreign Subsidiary Borrower, any Subisdiary, any Subsidiary Guarantor or any other guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any obligation or liability hereunderunder this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX X. For the purposes hereof “demand” shall be joint include the commencement and several with all obligations continuance of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Credit Agreement (Tapestry, Inc.)
Guarantee Absolute and Unconditional. The Company (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and any and all notice of or proof of reliance by the Administrative Agent or any Lender SDS upon this Agreement Guarantee or acceptance of this Agreement; the Obligations, and any of them, Guarantee. The Obligations shall conclusively be deemed to have been created, contracted or contracted, incurred, or renewed, extended, amended or waived, waived in reliance upon this Agreement; Guarantee. All dealings between Sybron and all dealings among any of the BorrowersGuarantors, on the one hand, and the Administrative Agent and the LendersSDS, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company Guarantee.
(b) Each Guarantor waives diligence, presentment, protest, demand for payment satisfaction or performance and notice of default nonsatisfaction or nonpayment nonperformance to or upon Sybron or any of the Subsidiary Borrowers and the Company Guarantors with respect to the Obligations. This Article IX .
(c) Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment to satisfy and perform the Obligations without regard to to: (ai) the validity, regularity or enforceability of this Agreement, any other Loan Document, the Assignment or any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Obligations; (bii) any defense, set-off or counterclaim (other than a defense of payment satisfaction or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower Sybron against the Administrative Agent or any Lender, SDS; or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerSybron or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for Sybron from the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance instance.
(other than a defense of payment or performance by the Borrowers). d) When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender SDS may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any guarantee Sybron for the Obligations or any right of offset with respect theretoObligations, and any failure by the Administrative Agent or any Lender SDS to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offsetSybron, or any release of the Borrowers or any such other Person or of any such guarantee or right of offset, Sybron shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender SDS against the Company. such Guarantor.
(e) This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent SDS and the Lenders, and their its respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment or performed in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyfull.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Term Loan Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Article XII or acceptance of the guarantee contained in this AgreementArticle XII; the Term Loan Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this AgreementArticle XII; and all dealings among between the BorrowersCompany and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementArticle XII. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the Term Loan Obligations. This Each Guarantor understands and agrees that the guarantee contained in this Article IX XII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any other of the Term Loan DocumentDocuments, any of the Term Loan Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Company or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge (other than payment) of the Borrowers Company for the Term Loan Obligations, or of such Guarantor under the Company under guarantee contained in this Section 9.4Article XII, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Term Loan Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Company, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company, any other Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the Company. This Article IX purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, Lender on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ac) the validity, regularity or enforceability of this the Loan Agreement, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (bLender d) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (ce) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, Guarantor until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlycash.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among between the BorrowersForeign Subsidiary Borrowers and the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Foreign Subsidiary Borrowers and the Company Borrower with respect to the Obligations. This Article IX Section 11 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Foreign Subsidiary Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any the Foreign Subsidiary Borrowers or the Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Foreign Subsidiary Borrowers for the Obligations, or of the Company Borrower under this Section 9.411, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyBorrower, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Foreign Subsidiary Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyBorrower. This Article IX Section 11 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Borrower and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Borrower under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Borrowers or any of the one hand, Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and or any of the Company Guarantors with respect to the Guaranteed Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Document, the Letters of Credit, any Hedging Agreements under which there are Guaranteed Obligations, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower Loan Party or any other person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowersuch Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of the Company under this Section 9.4any Loan Party, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against Homebase or any member of the TXU Borrower Group or any other Person person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers any Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Loan Party or any such other Person person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers may be free from any Guaranteed Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (Consolidated Communications Texas Holdings, Inc.)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Bank upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, incurred and extended, amended or waived, and waived in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the LendersBanks, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower or the Subsidiary Borrowers and the Company Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) to the validity, regularity or enforceability of this the Credit Agreement, any Note, any other Loan Credit Document, any of the Obligations obligations or any collateral security document or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrower) which may at any time be available to or be asserted by any either Borrower against the Administrative Agent or any LenderBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowereither Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers either Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand or pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and or any Lender Bank may, but shall be under no obligation to, make a similar demand upon or pursue such rights and remedies as it may have against any either Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Bank to make any such similar demand or to pursue such other rights or remedies or to collect any payments from the Borrowers either Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers either Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against and the CompanyBanks. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.Guarantee
Appears in 1 contract
Sources: Credit Agreement (Mitchell Energy & Development Corp)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Company or the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Term Loan Agreement, the Notes, any of the other Loan DocumentCredit Documents, any of the Obligations or any other collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset set-off with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offsetset-off, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Term Loan Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.respective
Appears in 1 contract
Sources: Guarantee (Meridian Resource Corp)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Company or the one hand, Guarantor and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company or any other guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Term Loan Notes, any other Loan Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Company, the Guarantor or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers Company for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full full, and the Term Loan Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Collateral Agent or any Lender Noteholder upon this Agreement the Guarantee or acceptance of this Agreementthe Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreementthe Guarantee; and all dealings among between the BorrowersIssuers and the Pledgor, on the one hand, and the Administrative Collateral Agent and the LendersNoteholders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreementthe Guarantee. The Company Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Issuers or the Company Pledgor with respect to the Obligations. This Article IX The Pledgor understands and agrees that the Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any other Loan Documentthe Indenture, any of the Obligations or any other collateral security or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative Collateral Agent or any LenderNoteholder, (b) any defense, set-off or counterclaim (other than a defense of payment or performance performance), to the extent permitted by any Borrower) law, which may at any time be available to or be asserted by the Issuers or any Borrower other Person against the Administrative Collateral Agent or any LenderNoteholder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Issuers or the Pledgor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Issuers for the Obligations, or of the Company Pledgor under this Section 9.4the Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the CompanyPledgor, the Administrative Collateral Agent and or any Lender Noteholder may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Issuers, any Borrower other guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any Lender Noteholder to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Issuers, any other guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Issuers, any other guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Pledgor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent or any Lender Noteholder against the CompanyPledgor. This Article IX For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Guarantee and Pledge Agreement (155 East Tropicana, LLC)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorseesendorses, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Company Obligations or the Canadian Borrower Obligations, as the case may be, and notice of or proof of reliance by the US Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 2 or acceptance of the guarantee contained in this AgreementSection 2; the Company Obligations, the Canadian Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this AgreementSection 2; and all dealings among between either Borrower and any of the BorrowersGuarantors, on the one hand, and the US Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementSection 2. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower or any of the Subsidiary Borrowers and the Company Guarantors with respect to the Company Obligations or the Canadian Borrower Obligations, as the case may be. This Article IX Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, the Credit Agreement or any other Loan Document, any of the Company Obligations or the Canadian Borrower Obligations, as the case may be, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the US Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any either Borrower against the US Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowereither Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers either Borrower for the Company Obligations or the Canadian Borrower Obligations, as the case may be, or of such Guarantor under the Company under guarantee contained in this Section 9.42, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Companyany Guarantor, the US Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Borrower, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Company Obligations or the Canadian Borrower Obligations, as the case may be, or any right of offset with respect thereto, and any failure by the US Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers either Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers either Borrower, any other Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the US Administrative Agent or any Lender against any Guarantor. For the Company. This Article IX purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Credit Agreement (Pierce Leahy Corp)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers Borrower and the Company Guarantor with respect to the Obligations. This Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Documentdocuments executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Guarantor against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Article, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.liability
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among between the BorrowersForeign Subsidiary Borrower and the Local Currency Borrowers and the Company, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Foreign Subsidiary Borrowers and the Local Currency Borrowers and the Company with respect to the Obligations. This Article IX Section 11 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Foreign Subsidiary Borrowers or the Local Currency Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Foreign Subsidiary Borrowers or the Local Currency Borrowers or the Company) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Foreign Subsidiary Borrowers or the Local Currency Borrowers for the Obligations, or of the Company under this Section 9.411, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX Section 11 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Company under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers or the Local Currency Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any other collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 9 or acceptance of the guarantee contained in this AgreementSection 9; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this AgreementSection 9; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementSection 9. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that the guarantee contained in this Section 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agent or any Lender, (c) any change in the corporate existence or structure of the Borrower or any other Person or any change in any law, regulation or order (including the Orders) affecting the Obligations, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of such Guarantor under the Company under guarantee contained in this Section 9.49, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower, any other Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the Company. This Article IX purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Term Loan, Revolving Credit, Guarantee and Security Agreement (Mississippi Chemical Corp /MS/)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between HCLP and the BorrowersGuarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon HCLP or the Subsidiary Borrowers and the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower HCLP against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerHCLP or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers HCLP for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower HCLP or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers HCLP or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers HCLP or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers HCLP may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (Hanover Compressor Co /)
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among the Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Foreign Subsidiary Borrowers and the Company with respect to the Obligations. This Article IX XI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrower) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower) that which constitutes, or might be construed to constitute, an 71 80 equitable or legal discharge of the Borrowers for the Obligations, or of the Company under this Section 9.411.4, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX XI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Company under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Credit Agreement (Lason Inc)
Guarantee Absolute and Unconditional. The Company Guarantor waives all suretyship defenses and any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; Guarantee, and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the LendersLender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Secured Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Secured Obligations, any other Loan Documentdocument, any of instrument, agreement or guarantee evidencing, securing or guaranteeing the Obligations Secured Obligations, or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borroweror the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Secured Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (Katzman Chaim)
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 10 or acceptance of the guarantee contained in this AgreementSection 10; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this AgreementSection 10; and all dealings among between the BorrowersBorrowers and the Company, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementSection 10. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and any Borrower or the Company with respect to the Obligations. This Article IX The Company understands and agrees that the guarantee contained in this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any other Loan DocumentNote, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrowers or the Company) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of the Company under the guarantee contained in this Section 9.410, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, Company the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower Borrower, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Borrowers, or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Borrower, or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX For the purposes hereof "demand" shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all ------------------------------------ notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Collateral Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower or the Guarantor, on the one hand, and the Administrative Collateral Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Collateral Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Collateral Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Collateral Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent or any Lender to pursue such other rights or remedies or to collect any payments payment from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, Guarantor and shall inure to the benefit of the Administrative Collateral Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, Lenders until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Debt Service Reserve Guarantee (Edison Mission Energy)
Guarantee Absolute and Unconditional. The Company Each Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Company or any of the one hand, Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor hereby waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, the Letters of Credit, any of the other Loan DocumentDocuments, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorseesendorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full full, no Letter of Credit shall remain outstanding and the Revolving Credit Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Collateral Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Collateral Agent or any Lender, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and Collateral Agent, the Required Lenders or any Lender may, but shall be under no obligation to, pursue such rights and remedies as they or it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Collateral Agent, the Required Lenders or any such Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent Collateral Agent, the Required Lenders or any such Lender against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Collateral Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Parent waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantees contained in this Agreement Section 11 or acceptance of the guarantee provisions of this AgreementSection 11; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon the guarantees contained in this AgreementSection 11; and all dealings among between the BorrowersBorrower or the Parent, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantees contained in this AgreementSection 11. The Company Parent waives (to the extent permitted by law) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Parent with respect to the Obligations. This Article IX The guarantees contained in this Section 11 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any other Loan DocumentDocument or any of the documents executed in connection 77 77 therewith, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Parent) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Parent under the guarantees contained in this Section 9.411, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When the Administrative Agent or any Lender is pursuing its rights and remedies hereunder against the CompanyParent, the Administrative Agent and or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Parent of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyParent.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Creditor upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; Guarantee. All dealings between the Borrower and all dealings among any of the BorrowersGuarantors, on the one hand, and the Administrative Agent and the LendersCreditors, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderCreditor, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any LenderCreditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender Creditor may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Creditor to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Creditors against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersCreditors, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers no amounts may be free from any Obligations. The obligations of outstanding under the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyCredit Agreement.
Appears in 1 contract
Sources: Subsidiary Guarantee (Westport Resources Corp /Nv/)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the obligations of the Guarantor under this Agreement or acceptance of this Agreementguarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the obligations of the Guarantor under this Agreement; and all dealings among between the BorrowersBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the obligations of the Guarantor under this Agreement. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Subsidiary Borrowers and the Company Guarantor with respect to the Obligations. This Article IX The obligations of the Guarantor under this Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrowers or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Agreement, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX The obligations of the Guarantor under this Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Credit Agreement (Providian Corp)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or the Subsidiary Borrowers and the Company Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any other Loan DocumentNote, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerBorrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers any Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (El Paso Energy Corp/De)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all ------------------------------------ notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (Agl Resources Inc)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company waives Each Guarantor waives:
(a) diligence, presentment, protest, notice of intent to accelerate, notice of acceleration, demand for payment and notice of default or nonpayment to or upon any of the Subsidiary Borrowers and or any other Borrowers (as applicable) or the Company Guarantor with respect to the Obligations;
(b) any right to require the Agent or the Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed against the Borrowers or the other Borrowers (as applicable), any other guarantor of the Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrowers or the other Borrowers (as applicable), any other guarantor of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Agent or any Lender in favor of the Borrowers or any other Borrowers (as applicable) or any other Person, or (iv) pursue any other remedy in the power of the Agent or any Lender whatsoever;
(c) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrower or any other Borrower (as applicable), including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating hereto or by reason of the cessation of the liability of any Borrower or any other Borrower (as applicable) from any cause other than indefeasible payment in full of the Obligations;
(d) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respect more burdensome than that of the principal;
(e) any defense based upon the Agent's or any Lender's errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith;
(i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Article VIII and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations effecting such Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Agent or any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto;
(g) notices of any renewal, extension or modification of the Obligations or any Loan Document; and
(h) any defenses or benefits that may be derived from or afforded by applicable law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Article VIII, including (if and to the extent applicable) the provisions of California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2846, 2849, 2850, 2899 and 3433. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off offset or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower of the Borrowers against the Administrative Agent or any Lender, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerof the Borrowers) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers or any of the other Borrowers (as applicable) for the ObligationsObligations of such Borrower, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers or any such other Person or of any such guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyinstance.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Lender or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Company or the one hand, Guarantor and the Administrative Agent and Agent, the Lenders, on the other, Issuing Lender or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company or any other guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Credit Document, the Letters of Credit, any Interest Rate Agreements, any Foreign Currency Agreements any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Lender or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Company, the Guarantor or any Borrower other Person against the Administrative Agent Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers Company for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company waives any Guarantor understands and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon agrees that this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among the Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (and not merely of collection) without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which that may at any time be available to or be asserted by the Subsidiary against any Borrower Beneficiary, (b) the validity or enforceability of any Relevant Document against the Administrative Agent or any LenderSubsidiary, or (c) any other circumstance circumstances whatsoever (with or without notice to or knowledge of any Borrowerthe Subsidiary or the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Subsidiary for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense discharge of such Obligations through payment or performance by the Borrowersperformance). When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender Beneficiary may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Subsidiary or any other Person person or entity or against any guarantee collateral security or guaranty for the Obligations or any right of offset with respect thereto, and any failure feature by the Administrative Agent or any Lender Beneficiary to pursue such other rights or remedies or to collect any payments from the Borrowers Subsidiary or any such other Person person or entity or to realize upon any such guarantee collateral security or guaranty or to exercise any such right of offset, or any release of the Borrowers Subsidiary or any such other Person person or of entity or any such guarantee collateral security, guaranty or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Beneficiary against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersBeneficiaries, and their respective successors, indorsees, transferees and assigns, until all of the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by payment and performance in full full. The Guarantor further agrees to pay all expenses (including, without limitation, all reasonable fees and the Commitments shall be terminated, notwithstanding disbursements of counsel) that from time to time during the term of this Agreement the Borrowers may be free from paid or incurred by the Beneficiaries in enforcing any Obligations. The obligations rights with respect to, or collecting, any or all of the Company Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyGuarantee.
Appears in 1 contract
Sources: Trustee Parent Guarantee (Placer Sierra Bancshares)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any 5 5 Borrower or the Subsidiary Borrowers and the Company Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any other Loan DocumentNote, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any BorrowerBorrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers any Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers any Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (El Paso Energy Corp/De)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Trustee or any Lender Holder upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersCompany and any of the Guarantors, on the one hand, and the Administrative Agent Trustee and the LendersHolders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreementthe Indenture, any other Loan Guarantee, any Security Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Trustee or any LenderHolder, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent Trustee or any LenderHolder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent Trustee and any Lender Holder may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent Trustee or any Lender Holder to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Trustee and the Holders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent Trustee and the LendersHolders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyfull.
Appears in 1 contract
Sources: Indenture (Mounger Corp)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Agreement Section 9 or acceptance of the guarantee contained in this AgreementSection 9; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this AgreementSection 9; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this AgreementSection 9. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that the guarantee contained in this Section 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agent or any Lender, (c) any change in the corporate existence or structure of the Borrower or any other Person or any change in any law, regulation or order (including the Orders) affecting the Obligations, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of such Guarantor under the Company under guarantee contained in this Section 9.49, in bankruptcy or in any other instance (other than a defense payment in full and indefeasible discharge and satisfaction of payment or performance by the Borrowers)all Obligations. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Borrower other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower, any other Guarantor or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the Company. This Article IX purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Term Loan, Guarantee and Security Agreement (Terra Industries Inc)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Term Loan Agreement, any other Loan Term Note or any Fundamental Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyfull.
Appears in 1 contract
Sources: Term Loan Agreement (Cendant Corp)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement guarantee or acceptance of this Agreementguarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreementguarantee; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreementguarantee. The Company To the fullest extent permitted by applicable law, the Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this Agreement, Agreement or any other Loan DocumentNote, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Borrower or any Borrower other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, Guarantor the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower the Borrower, or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower, or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower, or any other Person or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX For the purposes hereof “demand” shall remain in full force include the commencement and effect and be binding in accordance with and to the extent continuance of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Bank upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, incurred and extended, amended or waived, and waived in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrowers or the Guarantor, on the one hand, and the Administrative Agent and the LendersBanks, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either Borrower or the Subsidiary Borrowers and the Company Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) to the validity, regularity or enforceability of this the Credit Agreement, any Note, any other Loan Credit Document, any of the Obligations or any collateral security document or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrower) which may at any time be available to or be asserted by any either Borrower against the Administrative Agent or any LenderBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowereither Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers either Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When making any demand or pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and or any Lender Bank may, but shall be under no obligation to, make a similar demand upon or pursue such rights and remedies as it may have against any either Borrower or any other Person or against any collateral security 156 5 or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Bank to make any such similar demand or to pursue such other rights or remedies or to collect any payments from the Borrowers either Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers either Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against and the CompanyBanks. This Article IX Guarantee shall remain continue in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the LendersBanks, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full full, no Letters of Credit are outstanding and the Commitments are terminated. For the purposes hereof, "demand" shall be terminated, notwithstanding that from time to time during include the term commencement and continuance of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlylegal proceedings.
Appears in 1 contract
Sources: Credit Agreement (Mitchell Energy & Development Corp)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Lender or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Company or the one hand, Guarantor and the Administrative Agent and Agent, the Lenders, on the other, Issuing Lender or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Credit Document, the Letters of Credit, any Interest Rate Agreement with any Lender or Lenders, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Lender or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Company, the Guarantor or any Borrower other Person against the Administrative Agent Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers Company for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; the Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended annexed or waived, in reliance upon this Agreement; Guarantee, and all dealings among between the Borrowers, on Company or any of the one hand, Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the ObligationsObligations or this Guarantee. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, without regard to (whether or not the Guarantor or the Company shall have any knowledge or notice of any of the following)
(a) the validity, regularity or enforceability of this the Revolving Credit Agreement, the Revolving Notes, the Swing Line Note, the Standby Letters of Credit, any of the other Loan DocumentCredit Documents, any of the Obligations or any other collateral security therefore or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with termination, amendment or without notice to or knowledge of any Borrower) that constitutesmodification of, or might be construed to constitutedeletion from, an equitable or legal discharge addition or supplement to, or other change in any of the Borrowers for the Obligations, or of the Company under this Section 9.4, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers). When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower Credit Documents or any other Person instrument or against agreement applicable to any guarantee for of the Obligations parties to such agreements, or any right furnishing or acceptance of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offsetadditional security, or any release of of, exchange or action with respect to any security, for the Borrowers or any such other Person or of any such guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations the Credit Documents, or the failure of all other Guarantors any security or the failure of any Person to perfect any interest in any collateral security; (d) any exercise, nonexercise or waiver of any right, remedy, power or privilege under or in respect of any Credit Document or any obligation or liability contained therein or any failure to mitigate damages under any Guaranty at Credit Document or any waiver of any such right, remedy, power or privilege or any failure to give any notice (including notice of an Event of Default) to any Credit Party; (e) any extension of time (provided thatfor payment of any Obligation, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations or of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.time for performance of
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company --------------------------------------------------- waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among between the BorrowersForeign Subsidiary Borrower and the Company, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Foreign Subsidiary Borrowers and the Company with respect to the Obligations. This Article IX XII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Foreign Subsidiary Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Foreign Subsidiary Borrowers or the Company) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Foreign Subsidiary Borrowers for the Obligations, or of the Company under this Section 9.4Article XII, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Foreign Subsidiary Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Foreign Subsidiary Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX XII shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Company under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative any Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers or any such other Person or of any such guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (Claires Stores Inc)
Guarantee Absolute and Unconditional. The Company Guarantor ------------------------------------ waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender the Participants upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersLessor and the Guarantor, on the one hand, and the Administrative Agent and the LendersAgent, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Lessor or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the obligations of the Lessee or the Guarantor under the Lease or any other Loan Operative Document, or of the Lessor under any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderAgent, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Lessor or the Lessee against the Administrative Agent or any LenderAgent, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Lessor, the Lessee or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Lessor for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Lessor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Lessor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Lessor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the LendersAgent, and their respective its successors, indorsees, transferees and assigns, until all the Obligations shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of this Agreement the Borrowers Lease the Lessor may be free from any Obligations, but subject to Section 2 hereof. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.---------
Appears in 1 contract
Sources: Participation Agreement (Vitesse Semiconductor Corp)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Lender or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Company or any of the one hand, Guarantors and the Administrative Agent and Agent, the Lenders, on the other, Issuing Lender or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Credit Document, the Letters of Credit, any Interest Rate Agreements, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Lender or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by the Company, any Borrower of the Guarantors or any other Person against the Administrative Agent Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers Company for the Obligations, or of the Company any Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Company may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (Recoton Corp)
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the Borrowers, on Borrowers or any of the one hand, Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and or any of the Company Guarantors with respect to the Guaranteed Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, the Notes, any other Loan Document, the Letters of Credit, any Hedging Agreements under which there are Guaranteed Obligations, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower Loan Party or any other person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowersuch Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for the Obligations, or of the Company under this Section 9.4any Loan Party, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against Homebase or any member of the CCI Borrower Group or any other Person person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers any Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers any Loan Party or any such other Person person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers may be free from any Guaranteed Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Guarantee (Consolidated Communications Texas Holdings, Inc.)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent Agent, any Lender or any Lender Co-Agent upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersCompany or the Guarantor, on the one hand, and the Administrative Agent Agent, the Lenders and the LendersCo-Agents, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Company or the Company Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of this the Credit Agreement, any Note, any other Loan Credit Document, any Letter of Credit, any of the Obligations or any collateral security therefor or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent Agent, any Lender or any LenderCo-Agent, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Company against the Administrative Agent Agent, any Lender or any LenderCo-Agent, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Company or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Company for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When the Administrative Agent is pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and Agent, any Lender or any Co-Agent may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset set-off with respect thereto, and any failure by the Administrative Agent Agent, any Lender or any Lender Co-Agent to pursue such other rights or remedies or to collect any payments from the Borrowers Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of the Borrowers Company or any such other Person or of any such collateral security, guarantee or right of offsetset-off, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Agent, the Lenders and the Co-Agents against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Intermediate Holding Guarantee (Citadel Broadcasting Co)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Buyer upon this Agreement Guarantee or acceptance of this Agreement; Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersSellers and the Guarantor, on the one hand, and the Administrative Agent and the LendersBuyer, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Sellers or the Company Guarantor with respect to the Obligations. This Article IX The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, the Repurchase Agreement or any other Loan Repurchase Document, any of the Obligations or any other security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderBuyer, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Sellers against the Administrative Agent or any LenderBuyer, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Sellers or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Sellers for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender Buyer may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Sellers or any other Person or against any security or guarantee for the Obligations or any right of offset setoff with respect thereto, and any failure by the Administrative Agent or any Lender Buyer to pursue such other rights or remedies or to collect any payments from the Borrowers Sellers or any such other Person or to realize upon any such security or guarantee or to exercise any such right of offset, or any release of the Borrowers Sellers or any such other Person or of any such security, guarantee or right of offsetsetoff, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender Buyer against the CompanyGuarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its the successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersBuyer, and their respective its successors, indorsees, transferees and assigns, until all the Obligations have been satisfied or the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointlyfull.
Appears in 1 contract
Sources: Guarantee (Criimi Mae Inc)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower or the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and the Company Borrower or any other Guarantor with respect to the Obligations. This Article IX Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note, or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or the Borrower, any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrowers or any such other Person or of any such guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.any
Appears in 1 contract
Guarantee Absolute and Unconditional. The Company Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender Bank upon this Agreement Guarantee or acceptance of this AgreementGuarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this AgreementGuarantee; and all dealings among between the BorrowersBorrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersBanks, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this AgreementGuarantee. The Company Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers and Borrower or any of the Company Guarantors with respect to the Obligations. This Article IX Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderBank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any the Borrower against the Administrative Agent or any LenderBank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company such Guarantor under this Section 9.4Guarantee, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Companyany Guarantor, the Administrative Agent and any Lender Bank may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender Bank to pursue such other rights or remedies or to collect any payments from the Borrowers Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company such Guarantor of any liability 24 hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Banks against the Companysuch Guarantor. This Article IX Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the Company and its successors and assignsassigns thereof, and shall inure to the benefit of the Administrative Agent and the LendersBanks, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Credit Agreement (Lear Seating Corp)
Guarantee Absolute and Unconditional. The Company Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among between the BorrowersBorrower and the Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers Borrower and the Company Guarantor with respect to the Obligations. This Article IX shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Documentdocuments executed and delivered in connection herewith, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Guarantor against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Borrower or the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers Borrower for the Obligations, or of the Company Guarantor under this Section 9.4Article, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the CompanyGuarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowers Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the CompanyGuarantor. This Article IX shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers Borrower may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: 364 Day Credit and Guarantee Agreement (H&r Block Inc)
Guarantee Absolute and Unconditional. The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Agreement or acceptance of this Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Agreement; and all dealings among between the BorrowersForeign Subsidiary Borrower and the Local Currency Borrowers and the Company, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Agreement. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Foreign Subsidiary Borrowers and the Local Currency Borrowers and the Company with respect to the Obligations. This Article IX XI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance by any Borrowerperformance) which may at any time be available to or be asserted by any Borrower the Foreign Subsidiary Borrowers or the Local Currency Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrowerthe Foreign Subsidiary Borrowers or the Local Currency Borrowers or the Company) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Foreign Subsidiary Borrowers or the Local Currency Borrowers for the Obligations, or of the Company under this Section 9.4Article XI, in bankruptcy or in any other instance (other than a defense of payment or performance by the Borrowers)instance. When pursuing its rights and remedies hereunder against the Company, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article IX XI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Company under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers or the Local Currency Borrowers may be free from any Obligations. The obligations of the Company under this Article IX shall be joint and several with all obligations of all other Guarantors under any Guaranty at any time (provided that, for the avoidance of doubt, any Guarantor that is a Foreign Subsidiary shall not be liable under any Guaranty for the Obligations of the Company or any Domestic Subsidiary Borrower, and provided further that no Guarantor shall have joint and several liability with respect to any Excluded Swap Obligation of such Guarantor), and the Administrative Agent shall have the right, in its sole discretion to pursue its remedies against any Guarantor without the need to pursue its remedies against any other Guarantor, whether now or hereafter in existence, or against any one or more Guarantors separately or against any two or more jointly, or against some separately and some jointly.
Appears in 1 contract
Sources: Second Amended and Restated Credit Agreement (Federal Mogul Corp)