Guarantee Absolute. The obligations of the Partnership hereunder are independent of the obligations of the Issuer under the Senior Notes and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership whether or not an action or proceeding is brought against the Issuer and whether or not the Issuer is joined in any such action or proceeding. The liability of the Partnership hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by: (a) any defect or lack of validity or enforceability in respect of any indebtedness or other obligation of the Issuer or any other Person under this Indenture or the Senior Notes, or any agreement or instrument relating to any of the foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Issuer, the Partnership or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior Notes, including any increase or decrease in the Indenture Obligations; (c) the taking of security from the Issuer, the Partnership or any other Person, and the release, discharge or alteration of, or other dealing with, such security; (d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership hereunder; (e) the abstention from taking security from the Issuer, the Partnership or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgage; (f) any loss, diminution of value or lack of enforceability of any Senior Note received from the Issuer, the Partnership or any other Person, and including any other guarantees received by the Trustee; (g) any other dealings with the Issuer, the Partnership or any other Person, or with any Senior Note; (h) the Trustee's or the Holder's acceptance of compositions from the Issuer or the Partnership; (i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the Issuer, the Partnership or any other Person on account of any indebtedness and liabilities owing by the Issuer or the Partnership to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateral; (j) the release or discharge of the Issuer or the Partnership or of any other guarantor of the Senior Notes or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior Notes, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership hereunder; (k) any change in the name, business, capital structure or governing instrument of the Issuer or the Partnership or any refinancing or restructuring of any of the Indenture Obligations; (l) the sale of the Issuer's or the Partnership's business or any part thereof; (m) any merger or consolidation, arrangement or reorganization of the Issuer, the Partnership, any Person resulting from the merger or consolidation of the Issuer or the Partnership with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer or the Partnership; (n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer or its assets or any resulting discharge of any obligations of the Issuer (whether voluntary or involuntary) or of the Partnership of the loss of corporate existence; (o) any arrangement or plan of reorganization affecting the Issuer or the Partnership; (p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer or the Partnership; or (q) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer or any other obligor under the Senior Notes, or of any Collateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the Partnership.
Appears in 1 contract
Guarantee Absolute. The obligations of the Partnership Guarantors hereunder are independent of the obligations of the Issuer Company under the Senior Notes Securities and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership any Guarantor whether or not an action or proceeding is brought against the Issuer Company and whether or not the Issuer Company is joined in any such action or proceeding. The liability of the Partnership Guarantors hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership Guarantors hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness Indebtedness or other obligation of the Issuer Company or any other Person under this Indenture or the Senior NotesSecurities, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the IssuerCompany, the Partnership any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior NotesSecurities, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the IssuerCompany, the Partnership any Guarantor or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership any Guarantor hereunder;
(e) the abstention from taking security from the Issuer, the Partnership or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgage;
(f) any loss, diminution of value or lack of enforceability of any Senior Note received from the Issuer, the Partnership or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the Issuer, the Partnership or any other Person, or with any Senior Note;
(h) the Trustee's or the Holder's acceptance of compositions from the Issuer or the Partnership;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the Issuer, the Partnership or any other Person on account of any indebtedness and liabilities owing by the Issuer or the Partnership to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateral;
(j) the release or discharge of the Issuer or the Partnership or of any other guarantor of the Senior Notes or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior Notes, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer or the Partnership or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the Issuer's or the Partnership's business or any part thereof;
(m) any merger or consolidation, arrangement or reorganization of the Issuer, the Partnership, any Person resulting from the merger or consolidation of the Issuer or the Partnership with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer or the Partnership;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer or its assets or any resulting discharge of any obligations of the Issuer (whether voluntary or involuntary) or of the Partnership of the loss of corporate existence;
(o) any arrangement or plan of reorganization affecting the Issuer or the Partnership;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer or the Partnership; or
(q) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer or any other obligor under the Senior Notes, or of any Collateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the Partnership.
Appears in 1 contract
Sources: Indenture (Zale Delaware Inc)
Guarantee Absolute. The obligations of the Partnership Guarantors hereunder are independent of the obligations of the Issuer under the Senior Notes Securities and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership any Guarantor whether or not an action or proceeding is brought against the Issuer and whether or not the Issuer is joined in any such action or proceeding. The liability of the Partnership Guarantors hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership Guarantors hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:: 104
(a) any defect or lack of validity or enforceability in respect of any indebtedness Indebtedness or other obligation of the Issuer or any other Person under this Indenture or the Senior NotesSecurities, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Issuer, the Partnership any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior NotesSecurities, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the Issuer, the Partnership any Guarantor or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership any Guarantor hereunder;
(e) the abstention from taking security from the Issuer, the Partnership any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgagesecurity;
(f) any loss, diminution of value or lack of enforceability of any Senior Note security received from the Issuer, the Partnership any Guarantor or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the Issuer, the Partnership any Guarantor or any other Person, or with any Senior Notesecurity;
(h) the Trustee's or the Holder's acceptance of compositions from the Issuer or the Partnership;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the Issuer, the Partnership any Guarantor or any other Person on account of any indebtedness and liabilities owing by the Issuer or the Partnership any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, if any, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateralcollateral;
(ji) the release or discharge of the Issuer or the Partnership or of any other guarantor Guarantor of the Senior Notes Securities or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior NotesSecurities, other than an express release in 105 writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership any Guarantor hereunder;
(kj) any change in the name, business, capital structure or governing instrument of the Issuer or the Partnership any Guarantor or any refinancing or restructuring of any of the Indenture Obligations;
(lk) subject to Section 1013(c), the sale of the Issuer's or the Partnershipany Guarantor's business or any part thereof;
(ml) subject to Article Eight and Section 1013(c), any merger or consolidation, arrangement or reorganization of the Issuer, the Partnershipany Guarantor, any Person resulting from the merger or consolidation of the Issuer or the Partnership any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer or the Partnershipany Guarantor;
(nm) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership receivership, arrangement, readjustment, assignment for the benefit of creditors or distribution of the assets of the Issuer or its assets or any resulting discharge of any obligations of the Issuer (whether voluntary or involuntary) or of the Partnership of any Guarantor (whether voluntary or involuntary) or the loss of corporate existence;
(on) subject to Section 1216, any arrangement or plan of reorganization affecting the Issuer or the Partnershipany Guarantor;
(po) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer or the Partnershipany Guarantor; or
(qp) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer or any other obligor under the Senior Notes, or of any CollateralSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor Guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the PartnershipGuarantors.
Appears in 1 contract
Guarantee Absolute. Subject to the provisions of Section 1 hereof, the Guarantors severally guarantee that the Obligations will be paid strictly in accordance with the terms of the Credit Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent and the Lenders with respect thereto and is not subject to any setoff, counterclaim or defense. The obligations of each of the Partnership Guarantors hereunder are independent of the obligations of the Issuer other persons under the Senior Notes and this Indenture any other related document, and a separate action or actions may be brought and prosecuted against hereunder whether the Partnership whether or not an action or proceeding is brought against the Issuer and any such person or whether or not the Issuer any such person is joined in any such action or proceedingactions, except that the obligations of each of the Guarantors is subject to the Agent's prior resort to the Borrowers and the Total Collateral Security as set forth in Section 1 hereof. The Subject to the provisions of Section 1 hereof, the liability of the Partnership hereunder is irrevocable, Guarantors under this Guarantee shall be absolute and unconditional unconditional, and (to the extent permitted by law) the liability and obligations of the Partnership hereunder shall not be releasedaffected or released in any way, discharged, mitigated, waived, impaired or affected in whole or in part byirrespective of:
(ai) any defect or lack of validity or enforceability in respect of any indebtedness or other obligation of the Issuer Credit Agreement, the Security Documents or any other Person under this Indenture or the Senior Notes, or any agreement or instrument relating to any of the foregoingthereto;
(bii) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Issuer, the Partnership or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, of or any consent to or departure from, this Indenture from the Credit Agreement or the Senior NotesSecurity Documents, including any includ- ing, but not limited to, an increase or decrease in the Indenture Obligations;
(ciii) the any taking and holding of security from the Issuer, the Partnership Collateral or any other Person, and collateral or additional guaranties for all or any of the release, discharge or alteration ofObligations, or any amendment, alteration, exchange, substitu- tion, transfer, enforcement, waiver, subordination, termina- tion, or release of any Collateral or any other dealing withcollateral or such guaranties, or any non-perfection of any Collateral or any other collateral or any consent to departure from any such securityguaranty;
(div) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership hereunder;
(e) the abstention from taking security from the Issuer, the Partnership or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgage;
(f) any loss, diminution of value or lack of enforceability of any Senior Note received from the Issuer, the Partnership or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the Issuer, the Partnership or any other Person, or with any Senior Note;
(h) the Trustee's or the Holder's acceptance of compositions from the Issuer or the Partnership;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the Issuer, the Partnership or any other Person on account of any indebtedness and liabilities owing by the Issuer or the Partnership to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Indenture ObligationsObliga- tions, or the manner of sale of any CollateralCollateral or any other collateral;
(jv) any consent by the release Agent and the Lenders to the change, restructuring or discharge termination of the Issuer corporate structure or existence of the Partnership Borrowers or any affiliate thereof and any corresponding restructuring of the Obligations, or any other guarantor restructuring or refinancing of the Senior Notes or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior Notes, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer or the Partnership Obligations or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the Issuer's or the Partnership's business or any part portion thereof;
(m) any merger or consolidation, arrangement or reorganization of the Issuer, the Partnership, any Person resulting from the merger or consolidation of the Issuer or the Partnership with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer or the Partnership;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer or its assets or any resulting discharge of any obligations of the Issuer (whether voluntary or involuntary) or of the Partnership of the loss of corporate existence;
(o) any arrangement or plan of reorganization affecting the Issuer or the Partnership;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer or the Partnership; or
(qvi) any modification, compromise, settlement or release by the TrusteeAgent and the Lenders, or by operation of law or otherwise, collection or other liquidation of the Indenture Obligations or the liability of the Issuer or Borrowers and any other obligor under the Senior Notesguarantor, or of any Collateralthe Total Collateral Security, in whole or in part, and any refusal of payment by the TrusteeAgent and the Lenders, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the PartnershipGuarantors;
(vii) the waiver of the performance or observance by the Borrowers of any agreement, covenant, term or condition to be performed by it;
(viii) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of credi- tors, reorganization, arrangement, composition or readjustment of, or other similar application or proceeding affecting either or both of the Borrowers or any of their assets;
(ix) the release of the Borrowers from the performance or observance of any agreements, covenants, terms or conditions contained in the Credit Agreement or the Security Documents by operation of law or otherwise; or
(x) any other circumstance (including, but not limited to, any statute of limitations) which might otherwise consti- tute a defense available to, or a discharge of, the Obligations. Without limiting the generality of the foregoing, subject to the provisions of Section 1 hereof, each of the Guarantors hereby consents, and hereby agrees, that the rights of the Agent for the benefit of the Lenders hereunder, and the liability of such Guarantor hereunder, shall not be affected by any and all releases of any of the Total Collateral Security from the liens and security interests created by the Credit Agreement, the Security Documents or any other document. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Lenders upon the insolvency, bankruptcy or reorganization of the Borrowers or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guarantee Absolute. The obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder are independent of the obligations of the Issuer Publishing under the Senior Notes Securities and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership Holl▇▇▇▇▇ ▇▇▇ernational whether or not an action or proceeding is brought against the Issuer Publishing and whether or not the Issuer Publishing is joined in any such action or proceeding. The liability of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness Indebtedness or other obligation of the Issuer Publishing or any other Person under this Indenture or the Senior NotesSecurities, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver 141 141 of, or any consent to or departure from, this Indenture or the Senior NotesSecurities, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder;
(e) the abstention from taking security from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇nternational or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgagesecurity;
(f) any loss, diminution of value or lack of enforceability of any Senior Note security received from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, or with any Senior Notesecurity;
(h) the Trustee's or the Holder's Holders' acceptance of compositions from the Issuer or the Partnershipentering into any composition with Publishing or Holl▇▇▇▇▇ ▇▇▇ernational;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person on account of any indebtedness and liabilities owing by the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateral;
(j) the release or discharge of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or of any other guarantor Guarantor of the Senior Notes Securities or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior NotesSecurities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the IssuerPublishing's or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational's business or any part thereof;
(m) subject to Section 13.14, any merger or consolidation, arrangement or reorganization of the IssuerPublishing, the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational, any Person resulting from the merger or consolidation of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer Publishing or its assets or any resulting discharge of any obligations of the Issuer Publishing (whether voluntary or involuntary) or of the Partnership of Holl▇▇▇▇▇ ▇▇▇ernational or the loss of corporate existence;
(o) subject to Section 13.14, any arrangement or plan of reorganization affecting the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational; or
(q) any modification, compromise, settlement or release by the Trustee, or by operation of law or 143 143 otherwise, of the Indenture Obligations or the liability of the Issuer Publishing or any other obligor under the Senior NotesSecurities, or of any Collateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational.
Appears in 1 contract
Sources: Senior Indenture (Hollinger International Publishing Inc)
Guarantee Absolute. The obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder are independent of the obligations of the Issuer Publishing under the Senior Notes Securities and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership Holl▇▇▇▇▇ ▇▇▇ernational whether or not an action or proceeding is brought against the Issuer Publishing and whether or not the Issuer Publishing is joined in any such action or proceeding. The liability of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness Indebtedness or other obligation of the Issuer Publishing or any other Person under this Indenture or the Senior NotesSecurities, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior NotesSecurities, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, and the 157 157 release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder;
(e) the abstention from taking security from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇nternational or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgagesecurity;
(f) any loss, diminution of value or lack of enforceability of any Senior Note security received from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, or with any Senior Notesecurity;
(h) the Trustee's or the Holder's Holders' acceptance of compositions from the Issuer or the Partnershipentering into any composition with Publishing or Holl▇▇▇▇▇ ▇▇▇ernational;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person on account of any indebtedness and liabilities owing by the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateral;
(j) the release or discharge of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or of any other guarantor Guarantor of the Senior Notes Securities or of any Person liable directly as surety or otherwise by operation of law or otherwise 158 158 for the Senior NotesSecurities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the IssuerPublishing's or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational's business or any part thereof;
(m) subject to Section 14.14, any merger or consolidation, arrangement or reorganization of the IssuerPublishing, the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational, any Person resulting from the merger or consolidation of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer Publishing or its assets or any resulting discharge of any obligations of the Issuer Publishing (whether voluntary or involuntary) or of the Partnership of Holl▇▇▇▇▇ ▇▇▇ernational or the loss of corporate existence;
(o) subject to Section 14.14, any arrangement or plan of reorganization affecting the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational; or
(q) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer Publishing or any other obligor under the Senior NotesSecurities, or of any Collateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or 159 159 any reservation of rights against, the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational.
Appears in 1 contract
Sources: Senior Subordinated Indenture (Hollinger International Publishing Inc)
Guarantee Absolute. The obligations occurrence of any one or more of the Partnership hereunder are independent of following shall not affect, limit, reduce, discharge or terminate the obligations of the Issuer under the Senior Notes and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership whether or not an action or proceeding is brought against the Issuer and whether or not the Issuer is joined in any such action or proceeding. The liability of the Partnership hereunder is irrevocablesuch Guarantor hereunder, absolute which shall remain primary, absolute, irrevocable and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part byas described above:
(aA) Any modification or amendment (including by way of amendment, extension, renewal or waiver), or any defect or lack of validity or enforceability in respect of any indebtedness acceleration or other obligation change in the manner or time for payment or performance, of the Issuer Obligations, any Loan Document or any other Person under this Indenture agreement or instrument whatsoever relating to the Senior NotesObligations, or any agreement modification of the Commitments;
(B) any release, termination, waiver, abandonment, lapse, expiration, subordination or instrument relating to enforcement of any other guaranty of or insurance for any of the foregoingObligations, or the non-perfection or release of any collateral for any of the Obligations;
(bC) any grants application by any of timethe Guaranteed Parties of the proceeds of any other guaranty of or insurance for any of the Obligations to the payment of any of the Obligations;
(D) any settlement, renewalscompromise, extensionsrelease, indulgencesliquidation or enforcement by any of the Guaranteed Parties of any of the Obligations;
(E) the giving by any of the Guaranteed Parties of any consent to the merger or consolidation of, releases, discharges or modifications which the Trustee or the Holders may extend tosale of substantial assets by, or make withother restructuring or termination of the corporate existence of, the Issuer, the Partnership any Obligor or any other Person, or to any change in the time, manner or place disposition of payment of, or in any other term of, all or shares by any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior Notes, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the Issuer, the Partnership Obligor or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(dF) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction proceeding by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership hereunder;
(e) the abstention from taking security from the Issuer, the Partnership Guaranteed Parties against any Obligor or any other Person or from perfecting, continuing to keep perfected or taking advantage in respect of any Lien collateral for any of the Senior Note MortgageObligations, or the exercise by any of the Guaranteed Parties of any of their rights, remedies, powers and privileges under the Loan Documents, regardless of whether any of the Guaranteed Parties shall have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement;
(fG) the entering into any lossother transaction or business dealings with any Obligor, diminution of value or lack of enforceability of any Senior Note received from the Issuer, the Partnership or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the Issuer, the Partnership or any other Person, or with any Senior Note;
(h) the Trustee's or the Holder's acceptance of compositions from the Issuer or the Partnership;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the Issuer, the Partnership or any other Person on account of any indebtedness and liabilities owing by the Issuer or the Partnership to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateral;
(j) the release or discharge of the Issuer or the Partnership or of any other guarantor of the Senior Notes or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior Notes, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer or the Partnership or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the Issuer's or the Partnership's business or any part thereof;
(m) any merger or consolidation, arrangement or reorganization of the Issuer, the Partnership, any Person resulting from the merger or consolidation of the Issuer or the Partnership with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer or the Partnership;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer or its assets or any resulting discharge of any obligations of the Issuer (whether voluntary or involuntary) or of the Partnership of the loss of corporate existence;
(o) any arrangement or plan of reorganization affecting the Issuer or the Partnership;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer or the Partnership; or
(qH) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, combination of the Indenture Obligations or the liability of the Issuer or any other obligor under the Senior Notes, or of any Collateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the Partnershipforegoing.
Appears in 1 contract
Sources: Credit Agreement (SPRINT Corp)
Guarantee Absolute. The obligations of the Partnership hereunder are independent of the obligations of the Issuer under the Senior Notes and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership whether or not an action or proceeding is brought against the Issuer and whether or not the Issuer is joined in any such action or proceeding. The liability of the Partnership hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness or other obligation of the Issuer or any other Person under this Indenture or the Senior Notes, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Issuer, the Partnership or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior Notes, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the Issuer, the Partnership or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership hereunder;
(e) the abstention from taking security from the Issuer, the Partnership or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Partnership Upstream Note Mortgage;
(f) any loss, diminution of value or lack of enforceability of any Senior Note received from the Issuer, the Partnership or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the Issuer, the Partnership or any other Person, or with any Senior Note;
(h) the Trustee's or the Holder's acceptance of compositions from the Issuer or the Partnership;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the Issuer, the Partnership or any other Person on account of any indebtedness and liabilities owing by the Issuer or the Partnership to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateral;
(j) the release or discharge of the Issuer or the Partnership or of any other guarantor of the Senior Notes or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior Notes, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer or the Partnership or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the Issuer's or the Partnership's business or any part thereof;
(m) any merger or consolidation, arrangement or reorganization of the Issuer, the Partnership, any Person resulting from the merger or consolidation of the Issuer or the Partnership with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer or the Partnership;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer or its assets or any resulting discharge of any obligations of the Issuer (whether voluntary or involuntary) or of the Partnership of the loss of corporate existence;
(o) any arrangement or plan of reorganization affecting the Issuer or the Partnership;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer or the Partnership; or
(q) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer or any other obligor under the Senior Notes, or of any Collateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the Partnership.
Appears in 1 contract
Guarantee Absolute. The obligations of the Partnership Guarantors hereunder are independent of the obligations of the Issuer Company under the Senior Notes Securities and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership any Guarantor whether or not an action or proceeding is brought against the Issuer Company and whether or not the Issuer Company is joined in any such action or proceeding. The liability of the Partnership Guarantors hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership Guarantors hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness Indebtedness or other obligation of the Issuer Company or any other Person 142 155 under this Indenture or the Senior NotesSecurities, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the IssuerCompany, the Partnership any Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior NotesSecurities, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the IssuerCompany, the Partnership any Guarantor or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership any Guarantor hereunder;
(e) the abstention from taking security from the IssuerCompany, the Partnership any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgagesecurity;
(f) any loss, diminution of value or lack of enforceability of any Senior Note security received from the IssuerCompany, the Partnership any Guarantor or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the IssuerCompany, the Partnership any Guarantor or any other Person, or with any Senior Notesecurity;
(h) the Trustee's or the Holder's Holders' acceptance of compositions from the Issuer Company or the Partnershipany Guarantor;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the IssuerCompany, the Partnership any Guarantor or any other Person on account of any indebtedness and 143 156 liabilities owing by the Issuer Company or the Partnership any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateralcollateral;
(j) the release or discharge of the Issuer Company or the Partnership or of any other guarantor Guarantor of the Senior Notes Securities or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior NotesSecurities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership any Guarantor hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer Company or the Partnership any Guarantor or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the IssuerCompany's or the Partnershipany Guarantor's business or any part thereof;
(m) subject to Section 1414, any merger or consolidation, arrangement or reorganization of the IssuerCompany, the Partnershipany Guarantor, any Person resulting from the merger or consolidation of the Issuer Company or the Partnership any Guarantor with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer Company or any Guarantor or any change in the Partnershipcorporate relationship between the Company and any Guarantor, or any termination of such relationship;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership receivership, arrangement, readjustment, assignment for the benefit of creditors or distribution of the assets of the Issuer Company or its assets or any resulting discharge of any obligations of the Issuer Company (whether voluntary or involuntary) or of the Partnership of any Guarantor (whether voluntary or involuntary) or the loss of corporate existence;
(o) subject to Section 1414, any arrangement or plan of reorganization affecting the Issuer Company or any Guarantor; 144 157 (p) any failure, omission or delay on the Partnershippart of the Company to conform or comply with any term of this Indenture;
(pq) any limitation on the liability or obligations of the Company or any other Person under this Indenture, or any discharge, termination, cancellation, distribution, irregularity, invalidity or unenforceability in whole or in part of this Indenture;
(r) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer Company or the Partnershipany Guarantor; or
(qs) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer Company or any other obligor under the Senior Notes, or of any CollateralSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the PartnershipGuarantors.
Appears in 1 contract
Guarantee Absolute. The obligations of the Partnership Guarantor hereunder are independent of the obligations of the Issuer Company under the Senior Notes Securities and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership any Guarantor whether or not an action or proceeding is brought against the Issuer Company and whether or not the Issuer Company is joined in any such action or proceeding. The liability of the Partnership Guarantors hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership Guarantors hereunder shall not be released, discharged, mitigated, waived, waived impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness Indebtedness or other obligation of the Issuer Company or any other Person person under this Indenture or the Senior NotesSecurities, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the IssuerCompany, the Partnership any Guarantor or any other Personperson, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior NotesSecurities, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the IssuerCompany, the Partnership any Guarantor or any other Personperson, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership any Guarantor hereunder;
(e) the abstention from taking security from the IssuerCompany, the Partnership any Guarantor or any other Person person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgagesecurity;
(f) any loss, diminution of value or lack of enforceability of any Senior Note security received from the IssuerCompany, the Partnership any Guarantor or any other Personperson, and including any other guarantees received by the Trustee;
(g) any other dealings with the IssuerCompany, the Partnership any Guarantor or any other Personperson, or with any Senior Notesecurity;
(h) the Trustee's or the Holder's Holders' acceptance of compositions from the Issuer Company or the Partnershipany Guarantor;
(i) the application by the Holders Holder or the Trustee of all monies at any time and from time to time received from the IssuerCompany, the Partnership any Guarantor or any other Person person on account of any indebtedness and liabilities owing by the Issuer Company or the Partnership any Guarantor to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateralcollateral;
(j) the release or discharge of the Issuer Company or any Guarantor of the Partnership Securities or of any other guarantor of the Senior Notes or of any Person person liable directly as surety or otherwise by operation of law or otherwise for the Senior NotesSecurities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership any Guarantor hereunder;:
(k) any change in the name, business, capital structure or governing instrument of the Issuer Company or the Partnership any Guarantor or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the IssuerCompany's or the Partnershipany Guarantor's business or any part thereof;
(m) subject to Section 1414, any merger or consolidation, arrangement or reorganization of the Issuer, the PartnershipCompany, any Person Guarantor, any person resulting from the merger or consolidation of the Issuer Company or the Partnership any Guarantor with any other Person person or any other successor to such Person person or merged or consolidated Person person or any other change in the corporate existence, structure or ownership of the Issuer Company or any Guarantor or any change in the Partnershipcorporate relationship between the Company and any Guarantor, or any termination of such relationship;
(n) the insolvency, bankruptcy, liquidation, liquidation winding-up, dissolution, receivership receivership, arrangement, readjustment, assignment for the benefit of creditors or distribution of the assets of the Issuer Company or its assets or any resulting discharge of any obligations of the Issuer Company (whether voluntary or involuntary) or of the Partnership of any Guarantor (whether voluntary or involuntary) or the loss of corporate existence;
(o) subject to Section 1414, any arrangement or plan of reorganization affecting the Issuer Company or the Partnershipany Guarantor;
(p) any failure, omission or delay on the part of the Company to conform or comply with any term of this Indenture;
(q) any limitation on the liability or obligations of the Company or any other person under this Indenture, or any discharge, termination cancellation, distribution, irregularity, invalidity or unenforceability in whole or in part of this Indenture;
(r) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer Company or the Partnershipany Guarantor; or
(qs) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer Company or any other obligor under the Senior Notes, or of any CollateralSecurities, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, each of the PartnershipGuarantors.
Appears in 1 contract
Guarantee Absolute. The obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder are independent of the obligations of the Issuer Publishing under the Senior Notes Securities and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership Holl▇▇▇▇▇ ▇▇▇ernational whether or not an action or proceeding is brought against the Issuer Publishing and whether or not the Issuer Publishing is joined in any such action or proceeding. The liability of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness Indebtedness or other obligation of the Issuer Publishing or any other Person under this Indenture or the Senior NotesSecurities, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior NotesSecurities, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ International or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder;; 156 - 146 -
(e) the abstention from taking security from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgagesecurity;
(f) any loss, diminution of value or lack of enforceability of any Senior Note security received from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the IssuerPublishing, the Partnership Holl▇▇▇▇▇ International or any other Person, or with any Senior Notesecurity;
(h) the Trustee's or the Holder's Holders' acceptance of compositions from the Issuer or the Partnershipentering into any composition with Publishing or Holl▇▇▇▇▇ ▇▇▇ernational;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person on account of any indebtedness and liabilities owing by the Issuer Publishing or the Partnership Holl▇▇▇▇▇ International to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateral;
(j) the release or discharge of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ International or of any other guarantor Guarantor of the Senior Notes Securities or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior NotesSecurities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the IssuerPublishing's or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational's business or any part thereof;
(m) subject to Section 14.14, any merger or consolidation, arrangement or reorganization of the Issuer157 - 147 - Publishing, the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational, any Person resulting from the merger or consolidation of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer Publishing or its assets or any resulting discharge of any obligations of the Issuer Publishing (whether voluntary or involuntary) or of the Partnership of Holl▇▇▇▇▇ International or the loss of corporate existence;
(o) subject to Section 14.14, any arrangement or plan of reorganization affecting the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational; or
(q) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer Publishing or any other obligor under the Senior NotesSecurities, or of any Collateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational.
Appears in 1 contract
Guarantee Absolute. The obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder are independent of the obligations of the Issuer Publishing under the Senior Notes Securities and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership Holl▇▇▇▇▇ ▇▇▇ernational whether or not an action or proceeding is brought against the Issuer Publishing and whether or not the Issuer Publishing is joined in any such action or proceeding. The liability of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness Indebtedness or other obligation of the Issuer Publishing or any other Person 130 122 under this Indenture or the Senior NotesSecurities, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior NotesSecurities, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ International or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder;
(e) the abstention from taking security from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgagesecurity;
(f) any loss, diminution of value or lack of enforceability of any Senior Note security received from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the IssuerPublishing, the Partnership Holl▇▇▇▇▇ International or any other Person, or with any Senior Notesecurity;
(h) the Trustee's or the Holder's Holders' acceptance of compositions from the Issuer or the Partnershipentering into any composition with Publishing or Holl▇▇▇▇▇ ▇▇▇ernational;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the IssuerPublishing, the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any other Person on account of any indebtedness and liabilities owing by the Issuer Publishing or the Partnership Holl▇▇▇▇▇ International to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at 131 123 any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateral;
(j) the release or discharge of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ International or of any other guarantor Guarantor of the Senior Notes Securities or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior NotesSecurities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership Holl▇▇▇▇▇ ▇▇▇ernational hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the IssuerPublishing's or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational's business or any part thereof;
(m) subject to Section 13.14, any merger or consolidation, arrangement or reorganization of the IssuerPublishing, the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational, any Person resulting from the merger or consolidation of the Issuer Publishing or the Partnership Holl▇▇▇▇▇ ▇▇▇ernational with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer Publishing or its assets or any resulting discharge of any obligations of the Issuer Publishing (whether voluntary or involuntary) or of the Partnership of Holl▇▇▇▇▇ International or the loss of corporate existence;
(o) subject to Section 13.14, any arrangement or plan of reorganization affecting the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer Publishing or the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational; or
(q) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer Publishing or any other obligor under the Senior NotesSecurities, or of any Collateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in 132 connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the PartnershipHoll▇▇▇▇▇ ▇▇▇ernational.
Appears in 1 contract
Guarantee Absolute. The obligations of the Partnership Brands hereunder are independent of the obligations of the Issuer Company under the Senior Notes Securities and this the Indenture and a separate action or actions may be brought and prosecuted against the Partnership Brands whether or not an action or proceeding is brought against the Issuer Company and whether or not the Issuer Company is joined in any such action or proceeding. The liability of the Partnership Brands hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership Brands hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness or other obligation of the Issuer Company or any other Person under this the Indenture or the Senior NotesSecurities, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the IssuerCompany, the Partnership Brands or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior NotesSecurities, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the IssuerCompany, the Partnership Brands or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership Brands hereunder;
(e) the abstention from taking security from the IssuerCompany, the Partnership Brands or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgagesecurity;
(f) any loss, diminution of value or lack of enforceability of any Senior Note security received from the IssuerCompany, the Partnership Brands or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the IssuerCompany, the Partnership Brands or any other Person, or with any Senior Notesecurity;
(h) the The Trustee's or the Holder's Holders' acceptance of compositions from the Issuer Company or the PartnershipBrands;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the IssuerCompany, the Partnership Brands or any other Person on account of any indebtedness and liabilities owing by the Issuer Company or the Partnership Brands to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the Indenture Obligations, or the manner of sale of any Collateral;
(j) the release or discharge of the Issuer Company or the Partnership Brands or of any other guarantor of the Senior Notes Securities or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior NotesSecurities, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of Brands under the Partnership hereunderIndenture;
(k) any change in the name, business, capital structure or governing instrument of the Issuer Company or the Partnership Brands or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the IssuerCompany's or the Partnership's Brands' business or any part thereof;
(m) any merger or consolidation, arrangement or reorganization of the IssuerCompany, the PartnershipBrands, any Person resulting from the merger or consolidation of the Issuer Company or the Partnership Brands with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer Company or the PartnershipBrands;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer Company or its assets or any resulting discharge of any obligations of the Issuer company (whether voluntary or involuntary) or of the Partnership of Brands or the loss of corporate existence;
(o) any arrangement or plan of reorganization affecting the Issuer Company or the PartnershipBrands;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute a defense available to, or discharge of, the Issuer Company or the PartnershipBrands; or
(q) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer Company or any other obligor under the Senior NotesSecurities, or of any Collateralcollateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the PartnershipBrands.
Appears in 1 contract
Guarantee Absolute. The obligations This Guarantee shall continue in full force and effect until Energy Manager or Guarantor shall have performed or discharged all of the Partnership hereunder are independent of the obligations of the Issuer under the Senior Notes Obligations in full. Further, this Guarantee shall remain in full force and this Indenture effect without regard to, and a separate action or actions may be brought and prosecuted against the Partnership whether or not an action or proceeding is brought against the Issuer and whether or not the Issuer is joined in any such action or proceeding. The liability of the Partnership hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership hereunder shall not be releasedaffected or impaired by, discharged, mitigated, waived, impaired or affected in whole or in part byany of the following:
(a) any defect invalidity, irregularity or lack unenforceability in whole or in part of validity or enforceability in respect of any indebtedness or other obligation of the Issuer or any other Person under this Indenture Guarantee or the Senior Notes, or any agreement or instrument relating to any of the foregoingAgreement;
(b) the existence of any grants of timeclaim, renewalssetoff, extensions, indulgences, releases, discharges defense or modifications other right which the Trustee either Guarantor or the Holders Energy Manager may extend to, or make with, the Issuer, the Partnership have against Owner or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior Notes, including any increase or decrease in the Indenture Obligations;
(c) the taking any partial or total release or discharge (whether by operation of security from the Issuerlaw or otherwise) of Energy Manager, the Partnership Guarantor, or any other PersonPerson from its obligations under the Agreement, and the release, except for any release or discharge based on payment or alteration of, performance in full or other dealing with, such securitypursuant to assignment as permitted in Section 14 below;
(d) the occurrence or continuance of any change in the lawsevent of bankruptcy, rulesreorganization or insolvency with respect to Energy Manager, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affectingGuarantor, or purporting to amendany other Person, varyor the dissolution, reduce liquidation or otherwise affectwinding up of Energy Manager, Guarantor or any of the Indenture Obligations and the obligations of the Partnership hereunderother Person;
(e) the abstention from taking security from the Issuerany amendment, the Partnership supplement, reformation or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien modification of the Senior Note MortgageAgreement;
(f) any lossthe exercise, diminution of value non-exercise or lack of enforceability of any Senior Note received from the Issuerdelay in exercising, the Partnership by Owner or any other Person, Person of any of their rights and including any other guarantees received by remedies under this Guarantee or the TrusteeAgreement;
(g) any assignment or other dealings with the Issuertransfer of this Guarantee by Owner, the Partnership or any assignment or other Person, transfer of the Agreement in whole or with any Senior Notein part;
(h) any sale, transfer or other disposition by Guarantor of any direct or indirect interest it may have in Energy Manager, subject to the Trustee's or the Holder's acceptance assignment rights provided for in Section 14 of compositions from the Issuer or the Partnershipthis Guarantee;
(i) the application by the Holders or the Trustee of all monies at any time and from time to time received from the Issuer, the Partnership or any other Person on account absence of any indebtedness and liabilities owing by the Issuer or the Partnership to the Trustee or the Holders, in such manner as the Trustee or the Holders deems best and the changing of such application in whole or in part and at any time or from time to timenotice to, or any manner knowledge by, Guarantor of application the existence or occurrence of collateral, or proceeds thereof, to all or any of the Indenture Obligations, matters or events set forth in the manner of sale of any Collateral;foregoing clauses; or
(j) the release or discharge of the Issuer or the Partnership or of any other guarantor of the Senior Notes event, occurrence or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Senior Notes, other than an express release in writing given by the Trustee, on behalf of the Holders, of the liability and obligations of the Partnership hereunder;
(k) any change in the name, business, capital structure or governing instrument of the Issuer or the Partnership or any refinancing or restructuring of any of the Indenture Obligations;
(l) the sale of the Issuer's or the Partnership's business or any part thereof;
(m) any merger or consolidation, arrangement or reorganization of the Issuer, the Partnership, any Person resulting from the merger or consolidation of the Issuer or the Partnership with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Issuer or the Partnership;
(n) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership or distribution of the assets of the Issuer or its assets or any resulting discharge of any obligations of the Issuer (whether voluntary or involuntary) or of the Partnership of the loss of corporate existence;
(o) any arrangement or plan of reorganization affecting the Issuer or the Partnership;
(p) any other circumstance (including any statute of limitations) that might otherwise constitute or give rise to a defense available to, to performance by a surety or discharge of, the Issuer or the Partnership; or
(q) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the Indenture Obligations or the liability of the Issuer or any other obligor under the Senior Notes, or of any Collateral, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the Indenture Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the Partnershipa guarantor.
Appears in 1 contract
Sources: Release and Settlement Agreement