Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations; (c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document; (d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid; (g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or (h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.
Appears in 14 contracts
Sources: Second Amendment to Third Amended and Restated Credit Agreement (Centerspace), Credit Agreement (Centerspace), Credit Agreement (Umh Properties, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Funds Transfer and Deposit Account Liability or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan Note or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 7 contracts
Sources: Credit Agreement (Lecg Corp), Credit Agreement (Kimball Hill, Inc.), Credit Agreement (National Credit & Guaranty CORP)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1311.
Appears in 7 contracts
Sources: Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Envestnet, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.
Appears in 6 contracts
Sources: Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT)
Guarantee Unconditional. The obligations of each the Guarantor under this Section 13 Article 2 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Obligor under this Agreement or any other Loan Document or Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document (other than as specified in an amendment or any agreement relating to Hedging Liability or Bank Product Obligationswaiver of this Subsidiary Guaranty effected in accordance with Section 2.03);
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third-party, for any obligation of any other Obligor under any Loan Document;
(d) any change in the corporate existence, structure, structure or ownership ofof any other Obligor, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligor, affecting any other guarantor, Obligor or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Obligor contained in any Loan Document;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against any other Obligor, the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) with the Loan Document; provided that nothing herein shall prevent the assertion of any failure to assert, such claim by separate suit or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Obligor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Obligor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable by any other Obligor under the any Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocument; or
(hg) any other act or omission to act or delay of any kind by any other Obligor, the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Guarantor under this Section 13Article 2.
Appears in 5 contracts
Sources: Five Year Senior Unsecured Credit Agreement (TYCO INTERNATIONAL PLC), 364 Day Senior Unsecured Bridge Loan Agreement (Tyco International LTD), Five Year Senior Unsecured Revolving Credit Agreement (Tyco International LTD)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability (other than any Excluded Swap Obligation) or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability (other than any Excluded Swap Obligation) or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.
Appears in 5 contracts
Sources: Credit Agreement (Necessity Retail REIT, Inc.), Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Company under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or Note; provided that any agreement relating such modification which increases the obligations of each Subsidiary Guarantor hereunder shall not be effective as to Hedging Liability or Bank Product Obligationssuch Subsidiary Guarantor without its consent;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any Subsidiary Guarantor hereunder;
(d) any change in the corporate existence, structure, structure or ownership ofof the Company, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Company or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Company contained in this Indenture or any Loan DocumentNote;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Subsidiary Guarantors may have at any time against the Administrative AgentCompany, any Lender, the Trustee or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, with this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Company for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Company of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by the Company under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationsthis Indenture; or
(hg) any other act or omission to act or delay of any kind by the Administrative AgentCompany, any Lender, the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Subsidiary Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 5 contracts
Sources: Indenture (Lyondell Chemical Co), Indenture (Lyondell Chemical Co), Indenture (Lyondell Houston Refinery Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan Note or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 5 contracts
Sources: Credit Agreement (Penford Corp), Credit Agreement (LTC Properties Inc), Credit Agreement (Penford Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the any Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsLiability;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding under any Debtor Relief Law affecting, the any Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the any Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the any Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, any L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the any Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid rights of set-off, counterclaim or howsoever realized similar rights to any obligation of the any Borrower or other obligor, regardless of what obligations of the any Borrower or other obligor remain unpaid, including the Obligations, any Hedging Liability and any Bank Product Liability;
(g) any invalidity or unenforceability relating to or against the any Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Liability or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the any Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsLiability; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, any L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1311.
Appears in 4 contracts
Sources: Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP)
Guarantee Unconditional. The guarantee by each Guarantor under this Section 12 is an absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor, jointly and severally with each other Guarantor of the Guaranteed Obligations in each and every particular. The obligations of each Guarantor under this hereunder are several from those of each other Guarantor and are primary obligations concerning which each Guarantor is the principal obligor. Subject to Section 13 12.6, the obligations of each Guarantor hereunder shall not be unconditional and absolute andsubject to any reduction, without limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may have at any time against any other Guarantor or the Borrower, any Agent or other Secured Creditor or any other Person, whether in connection herewith or any unrelated transactions. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Creditor under any document evidencing or governing the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or such other Loan Party. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer, Deposit Account Liability and Foreign LCs;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligorBorrower, any Guarantor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Document;
(d) the existence of any claim, set-set off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantorGuarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer, Deposit Account Liability and Foreign LCs or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer, Deposit Account Liability and Foreign LCs; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312 other than payment in full of the Obligations.
Appears in 4 contracts
Sources: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.
Appears in 4 contracts
Sources: Credit Agreement (CTO Realty Growth, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.)
Guarantee Unconditional. The Subject to Section 6.08, the obligations of each Guarantor under this Section 13 of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
: (a1) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or Guaranteed Obligations, by operation of law or otherwise;
, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (b2) any modification or amendment of or supplement hereto or to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
the Indenture; (c3) any change in the corporate existence, structure, structure or ownership ofof the Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower or other obligor, any other guarantorCompany, or any other guarantor of their respective assetsthe Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower Company or other obligor or of any other guarantor contained in of any Loan Document;
of the Guaranteed Obligations; (d4) the existence of any claim, set-off, setoff or other rights which the Borrower or other obligor or any other guarantor Guarantors may have at any time against the Administrative Agent, any Lender, Company or any other Personguarantor of any of the Guaranteed Obligations, whether or not arising in connection herewith;
(e) any failure to assert, herewith or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
unrelated transactions; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g5) any invalidity or unenforceability relating to or against the Borrower or other obligor Company, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement related hereto or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, the Indenture or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by the Company hereunder or under the Loan Documents Indenture; (6) any law, regulation or order of any jurisdiction, or any agreement relating to Hedging Liability other event affecting any term of any Guaranteed Obligation or Bank Product Obligationsany Holder’s rights with respect thereto; or
or (h7) any other act or omission to act or delay of any kind by the Administrative AgentCompany, any Lender, or any other Person Guarantor of the Guaranteed Obligations or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 4 contracts
Sources: Fourth Supplemental Indenture (Ryland Group Inc), Second Supplemental Indenture (Ryland Group Inc), Third Supplemental Indenture (Ryland Group Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Article XV shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Transaction Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsTransaction Document;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Transaction Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Transaction Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsTransaction Documents; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13Article XV.
Appears in 4 contracts
Sources: Credit Agreement (Runway Growth Finance Corp.), Credit Agreement (Runway Growth Finance Corp.), Credit Agreement (Runway Growth Finance Corp.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Company under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or Note; provided that any agreement relating such modification which increases the obligations of each Subsidiary Guarantor hereunder shall not be effective as to Hedging Liability or Bank Product Obligationssuch Subsidiary Guarantor without its consent;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any Subsidiary Guarantor hereunder;
(d) any change in the corporate existence, structure, structure or ownership ofof the Company, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Company or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Company contained in this Indenture or any Loan DocumentNote;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Subsidiary Guarantors may have at any time against the Administrative AgentCompany, any Lender, the Trustee or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, with this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Company for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Company of the principal of or interest and Liquidated Damages on any Loan or any Reimbursement Obligation Note or any other amount payable by the Company under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationsthis Indenture; or
(hg) any other act or omission to act or delay of any kind by the Administrative AgentCompany, any Lender, the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Subsidiary Guarantor's obligations of any Guarantor under this Section 13hereunder.
Appears in 4 contracts
Sources: Indenture (Lyondell Chemical Nederland LTD), Indenture (Lyondell Chemical Nederland LTD), Indenture (Lyondell Chemical Nederland LTD)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsLiability;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding under any Debtor Relief Law affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid rights of set-off, counterclaim, or howsoever realized similar rights to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid, including the Secured Obligations;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Liability or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsLiability; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1311.
Appears in 4 contracts
Sources: Credit Agreement (Limbach Holdings, Inc.), Credit Agreement (Limbach Holdings, Inc.), Credit Agreement (Limbach Holdings, Inc.)
Guarantee Unconditional. The Subject to Section 6.08, the obligations of each Guarantor under this Section 13 of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
: (a1) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or Guaranteed Obligations, by operation of law or otherwise;
, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (b2) any modification or amendment of or supplement hereto or to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
the Indenture; (c3) any change in the corporate existence, structure, structure or ownership ofof the Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower or other obligor, any other guarantorCompany, or any other guarantor of their respective assetsthe Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower Company or other obligor or of any other guarantor contained in of any Loan Document;
of the Guaranteed Obligations; (d4) the existence of any claim, set-off, setoff or other rights which the Borrower or other obligor or any other guarantor Subsidiary Guarantors may have at any time against the Administrative Agent, any Lender, Company or any other Personguarantor of any of the Guaranteed Obligations, whether or not arising in connection herewith;
(e) any failure to assert, herewith or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
unrelated transactions; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g5) any invalidity or unenforceability relating to or against the Borrower or other obligor Company, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement related hereto or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, the Indenture or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor Company, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by the Company hereunder or under the Loan Documents Indenture; (6) any law, regulation or order of any jurisdiction, or any agreement relating to Hedging Liability other event affecting any term of any Guaranteed Obligation or Bank Product Obligationsany Holder’s rights with respect thereto; or
or (h7) any other act or omission to act or delay of any kind by the Administrative AgentCompany, any Lender, or any other Person Subsidiary Guarantor of the Guaranteed Obligations or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the any Subsidiary Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 4 contracts
Sources: Ninth Supplemental Indenture (Ryland Group Inc), Eighth Supplemental Indenture (Ryland Group Inc), Seventh Supplemental Indenture (Ryland Group Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Funds Transfer and Deposit Account Liability or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 4 contracts
Sources: Credit Agreement (Smart Balance, Inc.), Credit Agreement (DG FastChannel, Inc), Credit Agreement (DG FastChannel, Inc)
Guarantee Unconditional. The obligations of each Note Guarantor under this Section 13 shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, except as set forth in Sections 10.07, 10.11 and 10.12, shall not be released, discharged, reduced, limited, impaired, terminated or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiverrescission, amendment, modification, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Issuer under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(c) any change in the corporate existence, structure, structure or ownership ofof the Issuer, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Issuer or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Issuer contained in this Indenture or any Loan DocumentNote;
(d) the existence of any claimclaim of waiver, set-offrelease, surrender, alteration or compromise or other rights which the Borrower or other obligor or any other guarantor Note Guarantor may have at any time against the Administrative AgentIssuer, any Lender, the Trustee or any other Person, or any defence of set-off, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise, whether or not arising in connection herewithwith this Indenture or any unrelated transactions; provided, however, that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any failure to assertinvalidity, or any assertion ofirregularity, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor Issuer or any other guarantor Note Guarantor for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(f) except as set forth in Section 10.12, or any provision change in ownership of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationssuch Note Guarantor; or
(hg) any other act or omission to act or delay of any kind by the Administrative AgentIssuer, the Trustee, any Lender, Holder or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 10.02, constitute a legal or equitable discharge of the or defense to such Note Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 4 contracts
Sources: Indenture (Enduro SpA), Indenture (Emeco Parts Pty LTD), Indenture (Emeco Parts Pty LTD)
Guarantee Unconditional. (a) The obligations of each Guarantor under this Section 13 shall be the Guaranteeing Subsidiary hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiverfailure to enforce, waiver or release in respect of any obligation of the Borrower Company under the Indenture, this Supplemental Indenture or other obligor or of any other guarantor under this Agreement or any other Loan Document or the Notes, by operation of law or otherwise;
(b2) any rescission, waiver or, subject to Section 12.03 of the Indenture, any modification or amendment of or supplement to this Agreement to, the Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligationsthe Notes;
(c3) the occurrence or notice of any default or event of default under the Indenture or under any other agreement;
(4) any change in the corporate existence, structure, structure or ownership ofof the Company, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Company or other obligor, any other guarantor, or any of their respective assets, assets or any resulting release or discharge of any obligation of the Borrower Company contained under the Indenture or other obligor or of any other guarantor contained in any Loan Documentunder the Notes;
(d5) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guaranteeing Subsidiary may have at any time against the Administrative AgentCompany, any Lender, the Trustee or any other Person, whether or not arising in connection herewithwith the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g6) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Company for any reason of this Agreement or of any other Loan Document the Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Company of the principal of or interest on any Loan or any Reimbursement Obligation the Notes or any other amount payable by the Company under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsIndenture; or
(h7) any other act or omission to act or delay of any kind by the Administrative AgentCompany, any Lender, the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Guaranteeing Subsidiary’s obligations of any Guarantor under this Section 13hereunder.
Appears in 4 contracts
Sources: Indenture (Armstrong Coal Company, Inc.), Fourth Supplemental Indenture (Armstrong Energy, Inc.), Second Supplemental Indenture (Armstrong Energy, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1310.
Appears in 4 contracts
Sources: Credit Agreement (Willdan Group, Inc.), Credit Agreement (Pioneer Power Solutions, Inc.), Credit Agreement (Willdan Group, Inc.)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Credit Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Document;
(c) any change in the corporate existence, structure, structure or ownership of, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligorBorrower, any other guarantorGuarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Credit Document;
(d) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantor, Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorBorrower, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Guarantor for any reason of this Agreement or of any other Loan Credit Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Guarantor of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by it under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Documents; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Guarantor under this Section 1311.
Appears in 4 contracts
Sources: Multicurrency Credit Agreement (Jones Lang Lasalle Inc), Multicurrency Credit Agreement (Jones Lang Lasalle Inc), Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the any Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the any Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the any Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the any Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the any Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the any Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the any Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312. Each Guaranty hereunder shall be a guaranty of payment and not of collection.
Appears in 4 contracts
Sources: Credit Agreement, Credit Agreement (Smucker J M Co), Credit Agreement (Smucker J M Co)
Guarantee Unconditional. The obligations of each the Guarantor under this Section 13 Article 2 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Obligor under this Agreement or any other Loan Document or Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsSubsidiary Guaranty effected in accordance with Section 2.03);
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Loan Document;
(d) any change in the corporate existence, structure, structure or ownership ofof any other Obligor, or any insolvency, examinership, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligor, affecting any other guarantor, Obligor or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Obligor contained in any Loan Document;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against any other Obligor, the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) with the Loan Document; provided that nothing herein shall prevent the assertion of any failure to assert, such claim by separate suit or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Obligor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Obligor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable by any other Obligor under the any Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocument; or
(hg) any other act or omission to act or delay of any kind by any other Obligor, the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Guarantor under this Section 13Article 2.
Appears in 4 contracts
Sources: Senior Credit Agreement, Five Year Senior Credit Agreement (Covidien PLC), Senior Credit Agreement (Covidien PLC)
Guarantee Unconditional. The obligations of each the Guarantor under this Section 13 shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Company under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(c) any change in the corporate existence, structure, structure or ownership ofof the Company, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Company or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Company contained in this Indenture or any Loan DocumentNote;
(d) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative AgentCompany, any Lender, the Trustee or any other Person, whether or not arising in connection herewithwith this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Company for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Company of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by the Company under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationsthis Indenture; or
(hf) any other act or omission to act or delay of any kind by the Administrative AgentCompany, any Lender, the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 4 contracts
Sources: Indenture (Cosan S.A.), Indenture (Cosan S.A.), Indenture (Cosan Ltd.)
Guarantee Unconditional. The obligations of each the Performance Guarantor under pursuant to this Section 13 shall be Article 8 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, diminished, limited, impaired or otherwise affected by:by (and the Performance Guarantor hereby waives, to the fullest extent permitted by applicable law):
(a) any extension, renewalmodification, settlement, compromise, waiveramendment or renewal of, or release in indulgence with respect of any obligation of to, or substitutions for, the Borrower or other obligor or of any other guarantor under this Agreement Guaranteed Obligations or any other Loan Document part thereof or by operation of law or otherwiseany agreement relating thereto at any time;
(b) any modification failure or amendment of omission to enforce any right, power or supplement remedy with respect to this Agreement the Guaranteed Obligations or any other Loan Document part thereof or any agreement relating to Hedging Liability thereto, or Bank Product Obligationsany collateral securing the Guaranteed Obligations or any part thereof;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge waiver of any obligation of the Borrower right, power or other obligor remedy or of any other guarantor contained in default with respect to the Guaranteed Obligations or any Loan Documentpart thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;
(d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof;
(e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;
(f) the application of payments received from any source to the payment of indebtedness of the Seller or the Servicer other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Agreement, even though the Trust might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations;
(g) any other act, or omission to act, or delay of any kind by any of the Servicer, the Seller, the Trust or any other person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 8.2, constitute a legal or equitable discharge, defense, limitation or reduction of the Performance Guarantor’s obligations hereunder (other than the payment or extinguishment in full of all of the Guaranteed Obligations); or
(h) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Performance Guarantor may have at any time against the Administrative AgentSeller, any Lender, the Servicer or any other Person, including any Obligor, whether or not arising in connection herewith;
(e) with any failure to asserttransactions under this Agreement, any related document or any assertion ofother transaction, The foregoing provisions apply (and the foregoing waivers by the Performance Guarantor will be effective) even if the effect of any claim or demand or any exercise of, action (or failure to exercisetake action) by the Trust is to destroy or diminish the Performance Guarantor’s subrogation rights, any rights or remedies the Performance Guarantors’ right to proceed against the Borrower Servicer or other obligorSeller for reimbursement, the Performance Guarantors’ right to recover contribution from any other guarantor, guarantor or any other Person right or Property;
(f) any application of any sums by whomsoever paid or howsoever realized remedy which may be available to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13Performance Guarantor.
Appears in 4 contracts
Sources: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Revolving Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.
Appears in 3 contracts
Sources: Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Consolidated Tomoka Land Co)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Revolving Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.
Appears in 3 contracts
Sources: Credit Agreement (Consolidated Tomoka Land Co), Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT Operating Partnership, L.P.)
Guarantee Unconditional. The To the fullest extent permitted by law, the obligations of each the Individual Guarantor under this Section 13 hereunder shall be unconditional unconditional, continuing, joint and several and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) except as otherwise expressly provided herein, any extension, renewal, settlement, indulgence, compromise, waiverwaiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or release in with respect of to any obligation of the Borrower or any other obligor or Guarantor of any other guarantor under this Agreement or of the Guaranteed Obligations, whether (in any other Loan Document or such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of the Borrower or any other Guarantor of any of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any agreement relating to Hedging Liability or Bank Product Obligationsof the Guaranteed Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate or other existence, structure, structure or ownership ofof the Borrower or other Guarantors, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower or other obligor, any other guarantorGuarantor of the Guaranteed Obligations, or any of their respective assets, assets or any resulting release or discharge of any obligation of the Borrower or other obligor or any Guarantor of any other guarantor contained in any Loan Documentof the Guaranteed Obligations;
(de) the existence of any claim, set-off, setoff or other rights which the Borrower or other obligor or any other guarantor Individual Guarantor may have at any time against the Administrative Borrower or any other Guarantor of any of the Guaranteed Obligations, the Collateral Agent, any Lender, Secured Party or any other Person, whether or not arising in connection herewith;
(e) herewith or in connection with any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertyunrelated transactions;
(f) the enforceability or validity of the Guaranteed Obligations or any application part thereof or the genuineness, enforceability or validity of any sums by whomsoever paid agreement relating thereto or howsoever realized with respect to any obligation of collateral securing the Borrower Guaranteed Obligations or any part thereof, or any other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or any other obligor Guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or any other obligor Guarantor of the Guaranteed Obligations;
(g) the failure of the Collateral Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of, any one or more of the Secured Parties, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest by any Loan Party, as debtor- in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any other guarantor portion of the principal claims of the Secured Parties or interest on any Loan the Collateral Agent for repayment of all or any Reimbursement Obligation or any other amount payable under part of the Loan Documents or any agreement relating to Hedging Liability or Bank Product Guaranteed Obligations; or
(hk) any other act or omission to act or delay of any kind by the Administrative Borrower, any Guarantor of the Guaranteed Obligations, the Collateral Agent, any Lender, Secured Party or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 3, constitute a legal or equitable discharge of the Individual Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 3 contracts
Sources: Credit Agreement (SFX Entertainment, INC), Guarantee Agreement (SFX Entertainment, INC), Guarantee Agreement (SFX Entertainment, INC)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Article XII shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability Obligations or Bank Product Treasury Management Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding under any Debtor Relief Law affecting, the either Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the Issuing Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Propertyproperty;
(f) any application of any sums by whomsoever paid rights of set‑off, counterclaim, or howsoever realized similar rights to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid, including the Obligations;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability Obligations or Bank Product Obligations, Treasury Management Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability Obligations or Bank Product Treasury Management Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the Issuing Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13Article XII.
Appears in 3 contracts
Sources: Credit Agreement (Fortegra Group, LLC), Credit Agreement (Fortegra Group, LLC), Credit Agreement (Tiptree Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product any Guaranteed Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-set off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, any L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, any Guaranteed Obligations or any provision of applicable Legal Requirements Law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product any Guaranteed Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, any L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1310.
Appears in 3 contracts
Sources: Credit Agreement (AlTi Global, Inc.), Credit Agreement (AlTi Global, Inc.), Senior Secured Credit Facility (Alvarium Tiedemann Holdings, Inc.)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Section 13 11 shall constitute a guaranty of payment and not collection and shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Credit Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Document;
(c) any change in the corporate existence, structure, structure or ownership of, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligorBorrower, any other guarantorGuarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Credit Document;
(d) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantor, Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorBorrower, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Guarantor for any reason of this Agreement or of any other Loan Credit Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Guarantor of the principal of or interest on any Loan Loan, Swingline Loan, or any Reimbursement Obligation or any other amount payable by it under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Documents; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any a Guarantor under this Section 1311 or the Borrower under this Agreement.
Appears in 3 contracts
Sources: Multicurrency Credit Agreement, Multicurrency Credit Agreement (Jones Lang Lasalle Inc), Credit Agreement (Jones Lang Lasalle Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Issuer under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(c3) any change in the corporate existence, structure, structure or ownership ofof the Issuer, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Issuer or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Issuer contained in this Indenture or any Loan DocumentNote;
(d4) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative AgentIssuer, any Lender, the Trustee or any other Person, whether or not arising in connection herewithwith this Indenture or any unrelated transactions; provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g5) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Issuer for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Issuer of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by the Issuer under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationsthis Indenture; or
(h6) any other act or omission to act or delay of any kind by the Administrative AgentIssuer, any Lender, the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 10.02, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 3 contracts
Sources: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Issuers under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Issuer or any Subsidiary Guarantor hereunder;
(d) any change in the corporate existence, structure, structure or ownership ofof either Issuers, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower affecting either Issuer or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor either Issuer contained in this Indenture or any Loan DocumentNote;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Subsidiary Guarantors may have at any time against either Issuer, the Administrative Agent, any Lender, Trustee or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, with this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor either Issuer for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor either Issuer of the principal of or interest and Liquidated Damages on any Loan or any Reimbursement Obligation Note or any other amount payable by either Issuer under the Loan Documents this Indenture; or any agreement relating to Hedging Liability or Bank Product Obligations; or100
(hg) any other act or omission to act or delay of any kind by either Issuer, the Administrative Agent, any Lender, Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Subsidiary Guarantor's obligations of any Guarantor under this Section 13hereunder.
Appears in 3 contracts
Sources: Indenture (Equistar Funding Corp), Indenture (Equistar Chemicals Lp), Indenture (Lyondell Chemical Co)
Guarantee Unconditional. The obligations of each the Guarantor under this Section 13 Article II shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Obligor under this Agreement or any other Loan Document or Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document (other than as specified in an amendment or any agreement relating to Hedging Liability or Bank Product Obligationswaiver of this Subsidiary Guaranty effected in accordance with Section 2.03);
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Loan Document;
(d) any change in the corporate existence, structure, structure or ownership ofof any other Obligor, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligor, affecting any other guarantor, Obligor or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Obligor contained in any Loan Document;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against any other Obligor, the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) with the Loan Document; provided that nothing herein shall prevent the assertion of any failure to assert, such claim by separate suit or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Obligor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Obligor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable by any other Obligor under the any Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocument; or
(hg) any other act or omission to act or delay of any kind by any other Obligor, the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Guarantor under this Section 13Article II.
Appears in 3 contracts
Sources: 364 Day Credit Agreement (TE Connectivity Ltd.), Five Year Senior Credit Agreement (TE Connectivity Ltd.), Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.
Appears in 3 contracts
Sources: Credit Agreement (Investors Real Estate Trust), Credit Agreement (Investors Real Estate Trust), Credit Agreement (Investors Real Estate Trust)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligorBorrower, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorBorrower, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan Note or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 3 contracts
Sources: Credit Agreement (CTS Corp), Credit Agreement (CTS Corp), Credit Agreement (Rent Way Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the any Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsLiability;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding under any Debtor Relief Law affecting, the any Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the any Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the any Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, any L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the any Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid rights of set-off, counterclaim or howsoever realized similar rights to any obligation of the any Borrower or other obligor, regardless of what obligations of the any Borrower or other obligor remain unpaid, including the Obligations, any Hedging Liability and any Bank Product Liability;
(g) any invalidity or unenforceability relating to or against the any Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Liability or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the any Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsLiability; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, any L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1311.
Appears in 3 contracts
Sources: Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP)
Guarantee Unconditional. The Subject to the provisions of Section 11.09, the obligations of each Guarantor under this Section 13 shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged, discharged or otherwise affected by:
(a1) any grants of time, extension, renewal, settlement, compromise, waiverindulgence, discharge, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Company under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(c3) any change in the corporate existence, structure, structure or ownership ofof the Company, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Company or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Company contained in this Indenture or any Loan DocumentNote;
(d4) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative AgentCompany, any Lender, the Trustee or any other Person, whether or not arising in connection herewithwith this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e5) the taking of Collateral from the Company, any failure to assert, Guarantor or any assertion ofother Person, any claim and the release, discharge or demand or any exercise alteration of, or failure to exerciseother dealing with, such security;
(6) the abstention from taking Collateral from the Company, any rights or remedies against the Borrower or other obligor, any other guarantor, Guarantor or any other Person or Propertyfrom perfecting, continuing to keep perfected or taking advantage of any security;
(f7) any application loss, diminution of value or lack of enforceability of any sums security received from the Company, any Guarantor or any other Person, and including any other guarantees received by whomsoever paid the Trustee or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaidNotes Collateral Agent;
(g8) the application by the Holders, the Trustee or the Notes Collateral Agent of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any indebtedness and liabilities owing by the Company or any Guarantor to the Trustee, the Notes Collateral Agent or the Holders, in such manner as the Trustee, the Notes Collateral Agent 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 obligations under this Indenture or any Note;
(9) the release or discharge of the Company or any Guarantor of the Notes or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Securities, other than an express release in writing given by the Trustee or the Notes Collateral Agent, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder;
(10) any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the obligations under this Indenture or the liability of the Company or any other obligor under the Notes, 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 obligations under this Indenture, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors;
(11) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Company for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Company of the principal of of, premium, if any, or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by the Company under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationsthis Indenture; or
(h12) any other act or omission to act or delay of any kind by the Administrative AgentCompany, any Lender, the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 3 contracts
Sources: Indenture (Foster Wheeler Inc), Indenture (Foster Wheeler Inc), Indenture (Foster Wheeler LTD)
Guarantee Unconditional. The obligations of each the Performance Guarantor under pursuant to this Section 13 shall be Article 8 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, diminished, limited, impaired or otherwise affected by:by (and the Performance Guarantor hereby waives, to the fullest extent permitted by applicable law):
(a) any extension, renewalmodification, settlement, compromise, waiveramendment or renewal of, or release in indulgence with respect of any obligation of to, or substitutions for, the Borrower or other obligor or of any other guarantor under this Agreement Guaranteed Obligations or any other Loan Document part thereof or by operation of law or otherwiseany agreement relating thereto at any time;
(b) any modification failure or amendment of omission to enforce any right, power or supplement remedy with respect to this Agreement the Guaranteed Obligations or any other Loan Document part thereof or any agreement relating to Hedging Liability thereto, or Bank Product Obligationsany collateral securing the Guaranteed Obligations or any part thereof;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge waiver of any obligation of the Borrower right, power or other obligor remedy or of any other guarantor contained in default with respect to the Guaranteed Obligations or any Loan Documentpart thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;
(d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guarantees with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof;
(e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof;
(f) the application of payments received from any source to the payment of indebtedness of the Seller or the Servicer other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this Agreement, even though the Trust might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations;
(g) any other act, or omission to act, or delay of any kind by any of the Servicer, the Seller, the Trust or any other person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 8.2, constitute a legal or equitable discharge, defense, limitation or reduction of the Performance Guarantor's obligations hereunder (other than the payment or extinguishment in full of all of the Guaranteed Obligations); or
(h) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Performance Guarantor may have at any time against the Administrative AgentSeller, any Lender, the Servicer or any other Person, including any Obligor, whether or not arising in connection herewith;
(e) with any failure to asserttransactions under this Agreement, any related document or any assertion ofother transaction, The foregoing provisions apply (and the foregoing waivers by the Performance Guarantor will be effective) even if the effect of any claim or demand or any exercise of, action (or failure to exercisetake action) by the Trust is to destroy or diminish the Performance Guarantor's subrogation rights, any rights or remedies the Performance Guarantors' right to proceed against the Borrower Servicer or other obligorSeller for reimbursement, the Performance Guarantors' right to recover contribution from any other guarantor, guarantor or any other Person right or Property;
(f) any application of any sums by whomsoever paid or howsoever realized remedy which may be available to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13Performance Guarantor.
Appears in 3 contracts
Sources: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid, other than the payment in full of the indebtedness, obligations and liabilities guarantied hereby, but subject to the last sentence of Section 12.3;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan Note or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 3 contracts
Sources: Credit Agreement (Penford Corp), Credit Agreement (Penford Corp), Credit Agreement (Penford Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements Applicable Law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 3 contracts
Sources: Credit Agreement (Hub Group, Inc.), Credit Agreement (Hub Group, Inc.), Credit Agreement (Hub Group, Inc.)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Credit Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Document;
(c) any change in the corporate existence, structure, structure or ownership of, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligorBorrower, any other guarantorGuarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Credit Document;
(d) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantor, Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorBorrower, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Guarantor for any reason of this Agreement or of any other Loan Credit Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Guarantor of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by it under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Documents; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Guarantor under this Section 1312.
Appears in 3 contracts
Sources: Credit Agreement (Federal Signal Corp /De/), Credit Agreement (Federal Signal Corp /De/), Credit Agreement (Federal Signal Corp /De/)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability Swap Contract or Bank Product Obligations;Cash Management Agreement
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Propertyproperty;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document Document, or any agreement relating to Hedging Liability Swap Contract or Bank Product ObligationsCash Management Agreement, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability Swap Contract or Bank Product ObligationsCash Management Agreement; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.Article X.
Appears in 3 contracts
Sources: Credit Agreement (PERDOCEO EDUCATION Corp), Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower Borrowers or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower Borrowers or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower Borrowers or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower Borrowers or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower Borrowers or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower Borrowers or other obligor, regardless of what obligations of the Borrower Borrowers or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower Borrowers or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower Borrowers or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or;
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312; or
(i) the perfection or priority of any security interest in the Collateral or any release of Collateral.
Appears in 3 contracts
Sources: Amendment Agreement (Boulder Brands, Inc.), Credit Agreement (Boulder Brands, Inc.), Credit Agreement (Smart Balance, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 its Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of NNL, any other guarantor under this Agreement Lien Grantor or any other Loan Document or Person under any Secured Agreement, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement any Secured Agreement;
(iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of NNL, any other Lien Grantor or any other Loan Document or Person under any agreement relating to Hedging Liability or Bank Product ObligationsSecured Agreement;
(civ) any change in the corporate existence, structure, structure or ownership ofof NNL, any other Lien Grantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower affecting any Lien Grantor or other obligor, any other guarantor, Person or any of their respective assets, assets or any resulting release or discharge of any obligation of the Borrower any Lien Grantor or other obligor or of any other guarantor contained in Person under any Loan DocumentSecured Agreement;
(dv) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor right that such Guarantor may have at any time against the Administrative AgentNNL, any Lenderother Lien Grantor, any Secured Party or any other Person, whether or not arising in connection herewithwith the Secured Agreements or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(gvi) any invalidity or unenforceability relating to or against the Borrower or NNL, any other obligor Lien Grantor or any other guarantor Person for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsSecured Agreement, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment of any Secured Obligation by the Borrower or any other obligor Lien Grantor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsPerson; or
(hvii) any other act or omission to act or delay of any kind by the Administrative AgentNNL, any Lenderother Lien Grantor, any other party to any Secured Agreement, any Secured Party or any other Person Person, or any other circumstance whatsoever that might, but for the provisions of this paragraphSection 2(b)(vii), constitute a legal or equitable discharge of or defense to any obligation of such Guarantor hereunder but excluding payment in full of the obligations of any Guarantor under this Section 13relevant Guaranteed Obligations.
Appears in 3 contracts
Sources: Foreign Pledge Agreement (Nortel Networks LTD), Canadian Guarantee and Security Agreement (Nortel Networks LTD), Foreign Pledge Agreement (Nortel Networks Corp)
Guarantee Unconditional. The Except as set forth in Section 10.12, the obligations of each Guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1311.
Appears in 3 contracts
Sources: Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of the Borrower or any Guarantor under this Section 1311.
Appears in 3 contracts
Sources: Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Article XI shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or obligation(s) of any other guarantor Obligor under this Agreement or the Loan Documents and/or any other Commitment(s) under the Loan Document or Documents, by operation of law or otherwise;,
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;Document,
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, any other Guarantor or any other Person under any Loan Document,
(d) any change in the corporate existence, structure, structure or ownership ofof any other Obligor or any other Person, or any insolvency, bankruptcy, reorganization, recuperação judicial, recuperação extrajudicial, falência or other similar proceeding affecting, the Borrower or other obligor, affecting any other guarantor, Obligor or any other Person or any of their respective assets, assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in Obligor or any other Person under any Loan Document;,
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or that any other guarantor Guarantor may have at any time against the Administrative any other Obligor, any Agent, any Lender, other Lender Party or any other Person, whether or not arising in connection herewith;
(e) herewith or with any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;unrelated transactions,
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Obligor, for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements Applicable Law purporting to prohibit the payment performance by the Borrower or other obligor or any other guarantor Obligor of the principal any of or interest on any Loan or any Reimbursement Obligation or any other amount payable such Obligor’s obligations under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; Documents, or
(hg) any other act or omission to act or delay of any kind by the Administrative any other Obligor, any Agent, any Lender, other Lender Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the obligations of any Guarantor such Obligor under this Section 13the Loan Documents.
Appears in 2 contracts
Sources: Export Prepayment Facility Agreement and Secured Loan (Fibria Celulose S.A.), Export Prepayment Facility Agreement and Secured Loan (Votorantim Pulp & Paper Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law Law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements Law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1310.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement (Fenix Parts, Inc.), Multicurrency Credit Agreement (Fenix Parts, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the any Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligorany Borrower, any other guarantorGuarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the any Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the any Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorany Borrower, any other guarantorGuarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorany Borrower, regardless of what obligations of the Borrower or other obligor Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the any Borrower or other obligor or any other guarantor Guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Funds Transfer and Deposit Account Liability or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the any Borrower or other obligor or any other guarantor Guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor the Borrowers under this Section 1312.
Appears in 2 contracts
Sources: Credit Agreement (Rc2 Corp), Credit Agreement (Rc2 Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Article X shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability Swap Contract or Bank Product Obligations;Cash Management Agreement
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Propertyproperty;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document Document, or any agreement relating to Hedging Liability Swap Contract or Bank Product ObligationsCash Management Agreement, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability Swap Contract or Bank Product ObligationsCash Management Agreement; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.Article X.
Appears in 2 contracts
Sources: Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 14 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor any Obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Secured Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligorany Obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor any Obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor any Obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorany Obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorany Obligor, regardless of what obligations of the Borrower or other obligor any Obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor any Obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Secured Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor any Obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation other Obligations or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or the Secured Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1314.
Appears in 2 contracts
Sources: Loan and Security Agreement (Americas Carmart Inc), Loan and Security Agreement (Americas Carmart Inc)
Guarantee Unconditional. The obligations of each the Guarantor under this Section 13 hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, other indulgence, renewal, settlement, compromise, discharge (other than payment in full or full performance of obligations), waiver, subordination or release in respect of any obligation of the Borrower Obligor or other obligor or of any other guarantor Merger Subsidiary under this Agreement or any other Loan Document or the Merger Agreement, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligationsthe Merger Agreement;
(c) any change in the corporate existence, structure, structure or ownership ofof the Obligor or Merger Subsidiary, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Obligor or other obligor, any other guarantor, Merger Subsidiary or any of their respective assets, assets or any resulting release or discharge of any obligation of the Borrower Obligor or other obligor or of any other guarantor Merger Subsidiary contained in any Loan Documentthe Merger Agreement;
(d) the existence of any claim, set-off, counterclaim or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative AgentObligor or Merger Subsidiary, any Lender, the Beneficiary or any other Person, whether ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or not arising in connection herewithcompulsory counterclaim;
(e) any failure to assertincapacity or lack of power, authority or legal personality, or any assertion ofchange in the existence, any claim structure, constitution, name, control or demand ownership of the Obligor or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or PropertyMerger Subsidiary;
(f) any application defense arising by reason of any sums by whomsoever paid failure of Beneficiary to proceed against Obligor or howsoever realized any other person, or to apply or exhaust any security held from Obligor or any other person for all or any part of the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other person, or to pursue any other remedy available to the Beneficiary or to realize full value of any security and any defense relating to any obligation impairment of the Borrower or other obligor, regardless Guarantor’s right of what obligations of the Borrower or other obligor remain unpaidsubrogation;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any defense arising by reason of this Agreement breach by Obligor or the Merger Subsidiary of any other Loan Document representation, warranty or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit covenant contained in the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsMerger Agreement; or
(h) any other event, act or omission to act or delay of any kind by the Administrative AgentObligor or the Merger Subsidiary, any Lender, the Beneficiary or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 2 contracts
Sources: Guarantee (Roche Investments USA Inc.), Guarantee (Genentech Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(dc) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(ed) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(fe) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(hf) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 2 contracts
Sources: Credit Agreement (KCG Holdings, Inc.), Credit Agreement (KCG Holdings, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312. Each Guaranty hereunder shall be a guaranty of payment and not of collection.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (J M SMUCKER Co), Bridge Term Loan Credit Agreement (J M SMUCKER Co)
Guarantee Unconditional. The obligations obligation of each Guarantor under this Section 13 ----------------------- the Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Eligible Subsidiary under this Agreement or any other Loan Document or Note, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(ciii) any release, non-perfection or invalidity of any direct or indirect security, or of any Guarantee or other liability of any third party, for any obligation of any Eligible Subsidiary under this Agreement or any Note;
(iv) any change in the corporate existence, structure, structure or ownership ofof the Company or any Eligible Subsidiary, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, in respect of or affecting the Borrower or other obligor, any other guarantor, Company or any of their respective assets, Eligible Subsidiary or its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in this Agreement or any Loan DocumentNote;
(dv) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Company may have at any time against any Eligible Subsidiary, the Administrative Agent, any Lender, Bank or any other Person, whether or not arising in connection herewithherewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any -------- such claim by separate suit or compulsory counterclaim;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(gvi) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Eligible Subsidiary for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of any applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Eligible Subsidiary of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable by any Eligible Subsidiary under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationsthis Agreement; or
(hvii) any failure of any Bank or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against the any Eligible Subsidiary or any other guarantor or any other act or omission to act or delay of any kind by the Company, any Eligible Subsidiary, the Administrative Agent, any Lender, Bank or any other Person Person, or any other circumstance whatsoever that which might, but for the provisions of this paragraphclause (vii), constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13the Company hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Anheuser-Busch Companies, Inc.), Credit Agreement (Anheuser Busch Companies Inc)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Credit Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Document;
(c) any change in the corporate existence, structure, structure or ownership of, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligorBorrower, any other guarantorGuarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Credit Document;
(d) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantor, Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorBorrower, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Guarantor for any reason of this Agreement or of any other Loan Credit Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Guarantor of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by it under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Documents; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Guarantor under this Section 1311.
Appears in 2 contracts
Sources: Credit Agreement (Jones Lang Lasalle Inc), Multicurrency Credit Agreement (Lasalle Partners Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 23 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower Company or other obligor or of any other guarantor under this Agreement or any other Loan Document the Notes or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligationsthe Notes;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower Company or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower Company or other obligor or of any other guarantor contained in any Loan Documentthis Agreement or the Notes;
(d) the existence of any claim, set-set off, or other rights which the Borrower Company or other obligor or any other guarantor may have at any time against the Administrative Agentany Purchaser, any Lender, holder of a Note or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower Company or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower Company or other obligor, regardless of what obligations of the Borrower Company or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower Company or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Note or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower Company or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable under this Agreement or the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsNotes; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any LenderPurchaser or other holder of a Note, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1323.
Appears in 2 contracts
Sources: Note Purchase and Guaranty Agreement (Whitestone REIT), Note Purchase and Guaranty Agreement (Whitestone REIT)
Guarantee Unconditional. The Subject to Section 8 hereof, the obligations of each Guarantor under this Section 13 of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgence, compromise, waiverwaiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or release in with respect of to any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or of any other Loan Document or of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document or Document, including, without limitation, any agreement relating to Hedging Liability or Bank Product Obligationssuch amendment which may increase the amount of the Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate corporate, partnership or other existence, structure, structure or ownership ofof the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower or other obligor, any other guarantorguarantor of the Guaranteed Obligations, or any of their respective assets, assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in of any Loan Documentof the Guaranteed Obligations;
(de) the existence of any claim, set-off, setoff or other rights which the Borrower or other obligor or any other guarantor Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) herewith or in connection with any failure to assertunrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any application part thereof or the genuineness, enforceability or validity of any sums by whomsoever paid agreement relating thereto or howsoever realized with respect to any obligation of collateral securing the Borrower Guaranteed Obligations or any part thereof, or any other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or of related to the Credit Agreement, any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal Guaranteed Obligations, of any of the Guaranteed Obligations;
(g) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of, any one or more of the Lenders, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest on any Loan by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any Reimbursement Obligation portion of the claims of any of the Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations;
(k) the failure of any other amount payable under the Loan Documents Guarantor to sign or become party to this Guarantee or any agreement relating to Hedging Liability amendment, change, or Bank Product Obligationsreaffirmation hereof; or
(hl) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 4, constitute a legal or equitable discharge of the any Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Federal Express Corp), Credit Agreement (Fedex Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the any Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsArrangement;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the any Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the any Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the any Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the any Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the any Borrower or other obligor, regardless of what obligations of the any Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the any Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Arrangement or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the any Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsArrangment; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Sparton Corp), Credit and Guaranty Agreement (Sparton Corp)
Guarantee Unconditional. The obligations of each Guarantor the U.S. Borrower under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Canadian Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the affecting any Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the any Borrower or other obligor or of any other guarantor contained in any Loan Document;
(dc) the existence of any claim, set-off, or other rights which the Canadian Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, any L/C Issuer or any other Person, whether or not arising in connection herewith;
(ed) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the any Borrower or other obligor, any other guarantor, or any other Person or Property;
(fe) any application of any sums by whomsoever paid or howsoever realized to any obligation of the any Borrower or other obligor, regardless of what obligations of the any Borrower or other obligor remain unpaid;
(gf) any invalidity or unenforceability relating to or against the any Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the any Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(hg) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, any L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor the U.S. Borrower under this Section 1312. The Guaranty is a guaranty of payment and not of collection.
Appears in 2 contracts
Sources: Credit Agreement (J M SMUCKER Co), Revolving Credit Agreement (J M SMUCKER Co)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Products Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Products Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Products Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.
Appears in 2 contracts
Sources: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Guaranty shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this the Credit Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligationsthe Guaranteed Indebtedness;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower Borrower, the Guarantor, any PROP Subsidiary or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower Borrower, any PROP Subsidiary or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Guaranteed Creditors or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or PropertyProperty and Guarantor acknowledges and agrees that it is jointly and severally liable with the Affiliate Guarantors for all Guaranteed Obligations;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this the Credit Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Guaranteed Creditor or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13Guaranty.
Appears in 2 contracts
Sources: Limited Guaranty (Pillarstone Capital Reit), Limited Guaranty (Whitestone REIT)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 13.B shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the any Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligorany Borrower, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the any Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the any Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorany Borrower, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorany Borrower, regardless of what obligations of the Borrower or other obligor Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the any Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the any Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13.13.B.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement, Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Guarantee Unconditional. The Subject to Section 9 hereof, the obligations of each Guarantor under this Section 13 of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver, waiver or release (other than a release obtained in connection with the indefeasible payment in full of the Guaranteed Obligations) in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Swap Agreement evidencing any of the Guaranteed Obligations (each, an “Applicable Swap Agreement”) or any other Loan Document Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of any of the Borrowers under the Credit Agreement, any Applicable Swap Agreement, any other Loan Document, or any agreement relating obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to Hedging Liability act by the Agent, any Lender or Bank Product any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(civ) any change in the corporate existence, structure, structure or ownership ofof any of the Borrowers or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting any of the Borrower or other obligor, any other guarantorBorrowers, or any other guarantor of their respective assetsthe Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any of the Borrower Borrowers, or other obligor or of any other guarantor contained in of any Loan Documentof the Guaranteed Obligations;
(dv) the existence of any claim, set-off, setoff or other rights which the Borrower or other obligor or any other guarantor Subsidiary Guarantors may have at any time against any of the Administrative Borrowers, any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender, Lender or any other Person, whether or not arising in connection herewithherewith or any unrelated transactions;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(gvi) any invalidity or unenforceability relating to or against any of the Borrower or other obligor Borrowers, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or of related to the Credit Agreement, any Applicable Swap Agreement, any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by any of the Borrower or other obligor Borrowers, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan or any Reimbursement Obligation promissory note or any other amount payable by any of the Borrowers under the Loan Documents Credit Agreement, any Applicable Swap Agreement or any agreement relating to Hedging Liability or Bank Product Obligationsother Loan Document; or
(hvii) any other act or omission to act or delay of any kind by any of the Administrative Borrowers, any other guarantor of the Guaranteed Obligations, the Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge (other than a release obtained in connection with the indefeasible payment in full of the obligations Guaranteed Obligations) of any Guarantor under this Section 13Subsidiary Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Yellow Roadway Corp), Credit Agreement (Yrc Worldwide Inc)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Credit Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Document;
(c) any change in the corporate existence, structure, structure or ownership of, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligorBorrower, any other guarantorGuarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Credit Document;
(d) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantor, Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorBorrower, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Guarantor for any reason of this Agreement or of any other Loan Credit Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable by it under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Documents; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any LenderBank, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any a Guarantor under this Section 1311 or the Borrower under this Agreement.
Appears in 2 contracts
Sources: Term Loan Agreement (Jones Lang Lasalle Inc), Credit Agreement (Jones Lang Lasalle Inc)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, structure or ownership of, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligorBorrower, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantor, guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorBorrower, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan Note or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 2 contracts
Sources: Credit Agreement (Ios Brands Corp), Credit Agreement (Ios Brands Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional hereunder are continuing, absolute and absolute andunconditional, without irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, abated, impaired or otherwise in any way affected by:
(a) any amendment, modification, extension, renewalrenewal or supplement to the Lease or any termination of the Lease or any interest therein;
(b) any assumption by any party of Tenant’s or any other party’s obligations under, or Tenant’s or any other party’s assignment of any of its interest in, the Lease;
(c) any exercise or nonexercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Lease or pursuant to applicable law (even if any such right, remedy, power or privilege shall be lost thereby), including, without limitation, any so-called self-help remedies, or any waiver, consent, compromise, settlement, compromiseindulgence or other action or inaction in respect thereof;
(d) any change in the financial condition of Tenant, waiverthe voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Landlord, Tenant or Guarantor or any of their assets or any impairment, modification, release or limitation of liability of Landlord, Tenant or Guarantor or their respective estates in respect of any obligation of the Borrower or other obligor bankruptcy or of any remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other guarantor under this Agreement similar statute or from the decision of any court;
(e) any extension of time for payment or performance of the Guaranteed Obligations or any part thereof;
(f) the genuineness, invalidity or unenforceability of all or any portion or provision of the Lease;
(g) any defense that may arise by reason of the failure of Landlord to file or enforce a claim against the estate of Tenant in any bankruptcy or other proceeding;
(h) the release or discharge of or accord and satisfaction with of Tenant or any other Loan Document person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in the Lease by operation of law or otherwise;
(bi) any modification or amendment the failure of or supplement Landlord to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existencekeep Guarantor advised of Tenant’s financial condition, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any regardless of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claimduty to do so;
(j) any assignment by Landlord of all of Landlord’s right, set-offtitle and interest in, to and under the Lease and/or this Guaranty as collateral security for any Loan;
(k) any present or future law or order of any government (de jure or de facto) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or all of the obligations, covenants or agreements of Tenant under the Lease (except by payment in full of all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of all Guaranteed Obligations);
(l) the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty;
(m) any actual, purported or attempted sale, assignment or other rights which transfer by Landlord of the Borrower Lease or other obligor the Leased Premises or any part thereof or of any of its rights, interests or obligations thereunder;
(n) any merger or consolidation of Tenant into or with any other guarantor may have at any time against the Administrative Agent, any Lenderentity, or any sale, lease, transfer or other Persondisposition of any or all of Tenant’s assets or any sale, whether transfer or not arising in connection herewithother disposition of any or all of the shares of capital stock or other securities of Tenant or any affiliate of Tenant to any other person or entity;
(eo) any Tenant’s failure to assertobtain, protect, preserve or enforce any rights in or to the Lease or the Leased Premises or any assertion of, interest therein against any claim party or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationssuch rights; or
(hp) any other act event, action, omission or omission circumstances which might in any manner or to act any extent impose any risk to Guarantor or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, which might otherwise constitute a legal or equitable release or discharge of the obligations a guarantor or surety. all of which may be given or done without notice to, or consent of, Guarantor. No setoff, claim, reduction or diminution of any obligation, or any defense of any kind or nature which Tenant or Guarantor under this Section 13now has or hereafter may have against Landlord shall be available hereunder to Guarantor against Landlord.
Appears in 2 contracts
Sources: Guaranty and Suretyship Agreement (Bon Ton Stores Inc), Guaranty and Suretyship Agreement (Life Time Fitness Inc)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Credit Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Document;
(c) any change in the corporate existence, structure, structure or ownership of, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligorBorrower, any other guarantorGuarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Credit Document;
(d) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantor, Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorBorrower, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Guarantor for any reason of this Agreement or of any other Loan Credit Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Guarantor of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by it under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsCredit Documents; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any a Guarantor under this Section 1311 or the Borrower under this Agreement.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement (Jones Lang Lasalle Inc), Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Guarantee Unconditional. The obligations of each Guarantor of the Guarantors and the US Borrower under this Section 13 Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation Obligation of either of the Borrower or other obligor or of any other guarantor under this Agreement Borrowers or any other Guarantor under the Loan Document or Documents, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of either of the Borrowers or any other Guarantor under the Loan Documents;
(d) any change in the corporate existence, structure, structure or ownership ofof the either of the Borrowers or any other Guarantor, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting either of the Borrower or other obligorBorrowers, any other guarantor, Guarantor or any of their respective assets, assets or any resulting release or discharge of any obligation of either of the Borrower Borrowers or other obligor or of any other guarantor Guarantor contained in any the Loan DocumentDocuments;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against either of the Borrowers, any other Guarantor, any of the Administrative AgentAgents, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against either of the Borrower or other obligor Borrowers or any other guarantor Guarantor for any reason of this Agreement or of any other the Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by either of the Borrower or other obligor Borrowers or any other guarantor Guarantor of the principal of or interest on any Loan or any Reimbursement Obligation other amount payable by either of the Borrowers or any other amount payable Guarantor under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(hg) any other act or omission to act or delay of any kind by either of the Borrowers, any other Guarantor, the Administrative AgentAgents, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrowers may not be obligated to the Administrative Agents and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as hereinafter defined) as a result of any Guarantor the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which such Borrower files for protection under this Section 13the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against such Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Dynamic Materials Corp), Credit Agreement (Dynamic Materials Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligorBorrower, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorBorrower, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorBorrower, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan Note or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor the Borrower under this Section 1312.
Appears in 2 contracts
Sources: Credit Agreement (Lamson & Sessions Co), Credit Agreement (Lamson & Sessions Co)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1311.
Appears in 2 contracts
Sources: Credit Agreement (FCStone Group, Inc.), Credit Agreement (International Assets Holding Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Article XII shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability Obligations or Bank Product Treasury Management Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding under any Debtor Relief Law affecting, the either Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Propertyproperty;
(f) any application of any sums by whomsoever paid rights of set-off, counterclaim, or howsoever realized similar rights to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid, including the Obligations;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability Obligations or Bank Product Obligations, Treasury Management Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability Obligations or Bank Product Treasury Management Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13Article XII.
Appears in 2 contracts
Sources: Credit Agreement (Tiptree Inc.), Credit Agreement (Tiptree Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this the Credit Agreement or any other Loan Document or any obligation of any Guarantor hereunder or under any Security Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement or any other Loan Document or any agreement relating to Hedging Liability obligation of the Guarantor hereunder or Bank Product Obligationsunder any Security Document;
(civ) any change in the corporate existence, structure, structure or ownership ofof the Borrower, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower contained in the Credit Agreement or other obligor or of any other guarantor contained in any Loan Document;
(dv) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative AgentBorrower, any Lender, of the Secured Parties or any other Person, whether or not arising in connection herewithherewith or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(gvi) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this the Credit Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation (except as otherwise expressly provided in Section 9.13 of the Credit Agreement) or any other amount payable by the Borrower under the Loan Documents Credit Agreement or any agreement relating to Hedging Liability or Bank Product Obligationsother Loan Document; or
(hvii) any other act or omission to act or delay of any kind by the Administrative AgentBorrower, any LenderGuarantor, any of the Secured Parties or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the each Guarantor's obligations of any Guarantor under this Section 13hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Jato Communications Corp), Credit Agreement (Jato Communications Corp)
Guarantee Unconditional. The Subject to Section 8 hereof, the obligations of each Guarantor under this Section 13 of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, indulgence, compromise, waiverwaiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or release in with respect of to any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or of any other Loan Document or of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document or Document, including, without limitation, any agreement relating to Hedging Liability or Bank Product Obligationssuch amendment which may increase the amount of the Obligations guaranteed hereby;
(c) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;
(d) any change in the corporate corporate, partnership or other existence, structure, structure or ownership ofof the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower or other obligor, any other guarantorguarantor of the Guaranteed Obligations, or any of their respective assets, assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in of any Loan Documentof the Guaranteed Obligations;
(de) the existence of any claim, set-off, setoff or other rights which the Borrower or other obligor or any other guarantor Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) herewith or in connection with any failure to assertunrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) the enforceability or validity of the Guaranteed Obligations or any application part thereof or the genuineness, enforceability or validity of any sums by whomsoever paid agreement relating thereto or howsoever realized with respect to any obligation of collateral securing the Borrower Guaranteed Obligations or any part thereof, or any other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or of related to the Credit Agreement, any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal Guaranteed Obligations, of any of the Guaranteed Obligations;
(g) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Guaranteed Obligations, if any;
(h) the election by, or on behalf of, any one or more of the Lenders, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code;
(i) any borrowing or grant of a security interest on any Loan by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(j) the disallowance, under Section 502 of the Bankruptcy Code, of all or any Reimbursement Obligation portion of the claims of any of the Lenders or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations;
(k) the failure of any other amount payable under the Loan Documents Guarantor to sign or become party to this Guarantee or any agreement relating to Hedging Liability amendment, change, or Bank Product Obligationsreaffirmation hereof; or
(hl) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 4, constitute a legal or equitable discharge of the any Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Fedex Corp), Credit Agreement (Federal Express Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Company under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or Note; provided that any agreement relating such modification which increases the obligations of each Subsidiary Guarantor hereunder shall not be effective as to Hedging Liability or Bank Product Obligationssuch Subsidiary Guarantor without its consent;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any Subsidiary Guarantor hereunder;
(d) any change in the corporate existence, structure, structure or ownership ofof the Company, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Company or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Company contained in this Indenture or any Loan DocumentNote;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Subsidiary Guarantors may have at any time against the Administrative AgentCompany, any Lender, the Trustee or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, with this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Company for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Company of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by the Company under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationsthis Indenture; or
(hg) any other act or omission to act or delay of any kind by the Administrative AgentCompany, any Lender, the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Subsidiary Guarantor's obligations of any Guarantor under this Section 13hereunder.
Appears in 2 contracts
Sources: Indenture (Lyondell Chemical Co), Indenture (Lyondell Chemical Co)
Guarantee Unconditional. The obligations of the Borrower and each Guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of the Borrower or any Guarantor under this Section 1311.
Appears in 2 contracts
Sources: Credit Agreement (Performant Financial Corp), Credit Agreement (Performant Financial Corp)
Guarantee Unconditional. The obligations of each the Subsidiary Guarantor under this Section 13 Article II shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) : any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Obligor under this Agreement or any other Loan Document or Document, by operation of law or otherwise;
(b) ; any modification or amendment of or supplement to any Loan Document (other than as specified in an amendment or waiver of this Agreement Subsidiary Guaranty effected in accordance with Section 2.03); any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) Document; any change in the corporate existence, structure, structure or ownership ofof any other Obligor, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligor, affecting any other guarantor, Obligor or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Obligor contained in any Loan Document;
(d) ; the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Subsidiary Guarantor may have at any time against any other Obligor, the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any with the Loan Document; provided that nothing herein shall prevent the assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums such claim by whomsoever paid separate suit or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) compulsory counterclaim; any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Obligor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Obligor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable by any other Obligor under the any Loan Documents Document; or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by any other Obligor, the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Subsidiary Guarantor under this Section 13Article II.
Appears in 2 contracts
Sources: 364 Day Senior Credit Agreement (TE Connectivity PLC), Senior Credit Agreement (TE Connectivity Ltd.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional hereunder are continuing, absolute and absolute andunconditional, without irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, abated, impaired or otherwise in any way affected by:
(a) any amendment, modification, extension, renewalrenewal or supplement to the Lease or any termination of the Lease or any interest therein;
(b) any assumption by any party of Tenant's or any other party's obligations under, or Tenant's or any other party's assignment of any of its interest in, the Lease;
(c) any exercise or nonexercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Lease or pursuant to applicable law (even if any such right, remedy, power or privilege shall be lost thereby), including, without limitation, any so-called self-help remedies, or any waiver, consent, compromise, settlement, compromiseindulgence or other action or inaction in respect thereof;
(d) any change in the financial condition of Tenant, waiverthe voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Landlord, Tenant or Guarantor or any of their assets or any impairment, modification, release or limitation of liability of Landlord, Tenant or Guarantor or their respective estates in respect of any obligation of the Borrower or other obligor bankruptcy or of any remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other guarantor under this Agreement similar statute or from the decision of any court;
(e) any extension of time for payment or performance of the Guaranteed Obligations or any part thereof;
(f) the genuineness, invalidity or unenforceability of all or any portion or provision of the Lease;
(g) any defense that may arise by reason of the failure of Landlord to file or enforce a claim against the estate of Tenant in any bankruptcy or other proceeding;
(h) the release or discharge of or accord and satisfaction with of Tenant or any other Loan Document person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in the Lease by operation of law or otherwise;
(bi) any modification or amendment the failure of or supplement Landlord to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existencekeep Guarantor advised of Tenant's financial condition, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any regardless of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claimduty to do so;
(j) any assignment by Landlord of all of Landlord's right, set-offtitle and interest in, to and under the Lease and/or this Guaranty as collateral security for any Loan;
(k) any present or future law or order of any government (de jure or de facto) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or all of the obligations, covenants or agreements of Tenant under the Lease (except by payment in full of all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of all Guaranteed Obligations);
(l) the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty;
(m) any actual, purported or attempted sale, assignment or other rights which transfer by Landlord of the Borrower Lease or other obligor the Leased Premises or any part thereof or of any of its rights, interests or obligations thereunder;
(n) any merger or consolidation of Tenant into or with any other guarantor may have at any time against the Administrative Agent, any Lenderentity, or any sale, lease, transfer or other Persondisposition of any or all of Tenant's assets or any sale, whether transfer or not arising in connection herewithother disposition of any or all of the shares of capital stock or other securities of Tenant or any affiliate of Tenant to any other person or entity;
(eo) any Tenant's failure to assertobtain, protect, preserve or enforce any rights in or to the Lease or the Leased Premises or any assertion of, interest therein against any claim party or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationssuch rights; or
(hp) any other act event, action, omission or omission circumstances which might in any manner or to act any extent impose any risk to Guarantor or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, which might otherwise constitute a legal or equitable release or discharge of the obligations a guarantor or surety. all of which may be given or done without notice to, or consent of, Guarantor. No setoff, claim, reduction or diminution of any obligation, or any defense of any kind or nature which Tenant or Guarantor under this Section 13now has or hereafter may have against Landlord shall be available hereunder to Guarantor against Landlord.
Appears in 2 contracts
Sources: Guaranty and Suretyship Agreement (Corporate Property Associates 16 Global Inc), Guaranty and Suretyship Agreement (Corporate Property Associates 15 Inc)
Guarantee Unconditional. The obligations of each the Parent Guarantor under this Section 13 Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Obligor under this Agreement any Financing Document or any other Loan Document or Interest Rate Agreement by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Financing Document or any agreement relating to Hedging Liability or Bank Product ObligationsInterest Rate Agreement;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of any other Obligor under any Financing Document or any Interest Rate Agreement;
(d) any change in the corporate existence, structure, structure or ownership ofof any other Obligor, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligor, affecting any other guarantor, Obligor or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Obligor contained in any Loan DocumentFinancing Document or any Interest Rate Agreement;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Parent Guarantor may have at any time against the Administrative any other Obligor, any Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) with any failure to assert, Financing Document or any Interest Rate Agreement, provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Obligor for any reason of this Agreement or of any other Loan Financing Document or any agreement relating to Hedging Liability or Bank Product ObligationsInterest Rate Agreement, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Obligor of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by it under the Loan Documents any Financing Document or any agreement relating to Hedging Liability or Bank Product ObligationsInterest Rate Agreement; or
(hg) any other act or omission to act or delay of any kind by the Administrative any other Obligor, any Agent, any Lender, Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Parent Guarantor under this Section 13Article IX.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Aramark Corp), Credit and Guaranty Agreement (Aramark Corp)
Guarantee Unconditional. The obligations of each the Subsidiary Guarantor under this Section 13 Article II shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Obligor under this Agreement or any other Loan Document or Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document (other than as specified in an amendment or any agreement relating to Hedging Liability or Bank Product Obligationswaiver of this Subsidiary Guaranty effected in accordance with Section 2.03);
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Loan Document;
(d) any change in the corporate existence, structure, structure or ownership ofof any other Obligor, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligor, affecting any other guarantor, Obligor or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Obligor contained in any Loan Document;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Subsidiary Guarantor may have at any time against any other Obligor, the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) with the Loan Document; provided that nothing herein shall prevent the assertion of any failure to assert, such claim by separate suit or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Obligor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Obligor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable by any other Obligor under the any Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocument; or
(hg) any other act or omission to act or delay of any kind by any other Obligor, the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Subsidiary Guarantor under this Section 13Article II.
Appears in 2 contracts
Sources: Five Year Senior Credit Agreement, Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional Guarantors hereunder are continuing, absolute and absolute andunconditional, without irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantors hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, abated, impaired or otherwise in any way affected by:
(a) any amendment, modification, extension, renewalrenewal or supplement to the Lease or any termination of the Lease or any interest therein;
(b) any assumption by any party of Tenant’s or any other party’s obligations under, or Tenant’s or any other party’s assignment of any of its interest in, the Lease;
(c) any exercise or nonexercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Lease or pursuant to applicable law (even if any such right, remedy, power or privilege shall be lost thereby), including, without limitation, any so-called self-help remedies, or any waiver, consent, compromise, settlement, compromiseindulgence or other action or inaction in respect thereof;
(d) any change in the financial condition of Tenant, waiverthe voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Landlord, Tenant or any Guarantor or any of their assets or any impairment, modification, release or limitation of liability of Landlord, Tenant or any Guarantor or their respective estates in respect of any obligation of the Borrower or other obligor bankruptcy or of any remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other guarantor under this Agreement similar statute or from the decision of any court;
(e) any extension of time for payment or performance of the Guaranteed Obligations or any part thereof;
(f) the genuineness, invalidity or unenforceability of all or any portion or provision of the Lease;
(g) any defense that may arise by reason of the failure of Landlord to file or enforce a claim against the estate of Tenant in any bankruptcy or other proceeding;
(h) the release or discharge of or accord and satisfaction with Tenant or any other Loan Document person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in the Lease by operation of law or otherwise;
(bi) any modification or amendment the failure of or supplement Landlord to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, keep Guarantors or any of their respective assetsthem advised of Tenant’s financial condition, or any resulting release or discharge regardless of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claimduty to do so;
(j) any assignment by Landlord of all of Landlord’s right, set-offtitle and interest in, to and under the Lease and/or this Guaranty as collateral security for any Loan;
(k) any present or future law or order of any government (de jure or de facto) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or all of the obligations, covenants or agreements of Tenant under the Lease (except by payment in full of all Guaranteed Obligations) or Guarantors under this Guaranty (except by payment in full of all Guaranteed Obligations);
(l) the default or failure of Guarantors or any of them fully to perform any of its obligations set forth in this Guaranty;
(m) any actual, purported or attempted sale, assignment or other rights which transfer by Landlord of the Borrower Lease or other obligor the Leased Premises or any part thereof or of any of its rights, interests or obligations thereunder;
(n) any merger or consolidation of Tenant into or with any other guarantor may have at any time against the Administrative Agent, any Lenderentity, or any sale, lease, transfer or other Persondisposition of any or all of Tenant’s assets or any sale, whether transfer or not arising in connection herewithother disposition of any or all of the shares of capital stock or other securities of Tenant or any affiliate of Tenant to any other person or entity;
(eo) any Tenant’s failure to assertobtain, protect, preserve or enforce any rights in or to the Lease or the Leased Premises or any assertion of, interest therein against any claim party or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationssuch rights; or
(hp) any other act event, action, omission or omission circumstances which might in any manner or to act or delay of any kind by the Administrative Agent, extent impose any Lender, risk to Guarantors or any other Person of them or any other circumstance whatsoever that might, but for the provisions of this paragraph, which might otherwise constitute a legal or equitable release or discharge of a guarantor or surety. all of which may be given or done without notice to, or consent of, Guarantors or any of them. Notwithstanding anything to the obligations contrary contained herein, Guarantors shall be entitled to all benefits, contractual provisions, limitations and defenses afforded Tenant, except for (i) defenses arising from the insolvency, bankruptcy or reorganization of Tenant, or (ii) defenses relating to the invalidity, irregularity or unenforceability of all or any part of any Guarantor under this Section 13Guaranteed Obligations, whether caused by any actions or inactions of the Landlord, or otherwise.
Appears in 2 contracts
Sources: Guaranty and Suretyship Agreement, Guaranty and Suretyship Agreement (Foster Wheeler Ag)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the any Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligorany Borrower, any other guarantorGuarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the any Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the any Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorany Borrower, any other guarantorGuarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorany Borrower, regardless of what obligations of the Borrower or other obligor Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the any Borrower or other obligor or any other guarantor Guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the any Borrower or other obligor or any other guarantor Guarantor of the principal of or interest on any Loan Note or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor the Borrowers under this Section 1312.
Appears in 2 contracts
Sources: Credit Agreement (Racing Champions Corp), Credit Agreement (Racing Champions Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Article XI shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower Company or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower Company or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower Company or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower Company or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower Company or other obligor, any other guarantor, or any other Person or Propertyproperty such Person;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower Company or other obligor, regardless of what obligations of the Borrower Company or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower Company or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower Company or other obligor or any other guarantor of the principal of or interest on any Loan Advance or any Reimbursement Obligation Letter of Credit or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsDocuments; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13Article XI. Each Guaranty hereunder shall be a guaranty of payment and not of collection.
Appears in 2 contracts
Sources: Revolving Credit and Letter of Credit Agreement (Cigna Group), Revolving Credit and Letter of Credit Agreement (Cigna Group)
Guarantee Unconditional. The respective obligations of each Guarantor under this Section 13 and the Domestic Borrower hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation Secured Obligation (as defined in the applicable Security Agreement) of either of the Borrower or other obligor or of any other guarantor under this Agreement Borrowers or any other Guarantor under the Loan Document Documents or any Lender Swap Agreement, as applicable, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement the Loan Documents or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsLender Swap Agreement;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of either of the Borrowers or any other Guarantor under the Loan Documents or any Lender Swap Agreement, as applicable;
(d) any change in the corporate existence, structure, structure or ownership ofof the Borrowers or any other Guarantor, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting either of the Borrower or other obligorBorrowers, any other guarantor, Guarantor or any of their respective assets, assets or any resulting release or discharge of any obligation of either of the Borrower Borrowers or other obligor or of any other guarantor Guarantor contained in the Loan Documents or any Loan DocumentLender Swap Agreement, as applicable;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against either of the Borrowers, any other Guarantor, the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against either of the Borrower or other obligor Borrowers or any other guarantor Guarantor for any reason of this Agreement or of any other the Loan Document Documents or any agreement relating to Hedging Liability or Bank Product ObligationsLender Swap Agreement, as applicable, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by either of the Borrower or other obligor Borrowers or any other guarantor Guarantor of the principal of or interest on any Loan or any Reimbursement Obligation other amount payable by either of the Borrowers or any other amount payable Guarantor under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsLender Swap Agreement, as applicable; or
(hg) any other act or omission to act or delay of any kind by either of the Borrowers, any other Guarantor, the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrowers may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date as a result of any Guarantor the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which such Borrower files for protection under this Section 13the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against such Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Ion Geophysical Corp), Credit Agreement (Ion Geophysical Corp)
Guarantee Unconditional. The obligations of each Affiliate Guarantor under this Section 13 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Affiliate Guarantor under this Section 13.
Appears in 2 contracts
Sources: Credit Agreement (Pillarstone Capital Reit), Credit Agreement (Whitestone REIT)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be unconditional hereunder are continuing, absolute and absolute andunconditional, without irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, abated, impaired, or otherwise in any way affected by:
(a) any amendment, modification, extension, renewal, settlementor supplement to either Lease or any termination of either Lease or any interest therein;
(b) any assumption by any party of either Tenant’s or any other party’s obligations under, or either Tenant’s or any other party’s assignment of any of its interest in, the applicable Lease;
(c) any exercise or nonexercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Leases or pursuant to applicable law (even if any such right, remedy, power or privilege shall be lost thereby), including, without limitation, any so-called self-help remedies, or any waiver, consent, compromise, waiversettlement, indulgence, or release other action or inaction in respect thereof;
(d) any change in the financial condition of any obligation either Tenant, the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the Borrower assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other obligor similar proceeding affecting Landlord, either Tenant, or Guarantor or any of their assets or any impairment, modification, release or limitation of liability of Landlord, either Tenant, or Guarantor or their respective estates in bankruptcy or of any remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other guarantor under this Agreement similar statute or from the decision of any court;
(e) any extension of time for payment or performance of the Guaranteed Obligations or any part thereof;
(f) the genuineness, invalidity or unenforceability of all or any portion or provision of either Lease;
(g) any defense that may arise by reason of the failure of Landlord to file or enforce a claim against the estate of either Tenant in any bankruptcy or other proceeding;
(h) the release or discharge of either Tenant or any other Loan Document person or entity from, or an accord and satisfaction which discharges, performance or observance of any of the agreements, covenants, terms or conditions contained in each Lease by operation of law or otherwise;
(bi) any modification or amendment the failure of or supplement Landlord to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existencekeep Guarantor advised of either Tenant’s financial condition, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any regardless of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claimduty to do so;
(j) any assignment by Landlord of all of Landlord’s right, set-offtitle and interest in, to and under either Lease and/or this Guaranty as collateral security for any loan;
(k) any present or future law or order of any government (de jure or de facto) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or all of the obligations, covenants or agreements of either Tenant under a Lease (except by payment in full of all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of all Guaranteed Obligations);
(l) the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty;
(m) any actual, purported or attempted sale, assignment or other rights which transfer by Landlord of either Lease or the Borrower or other obligor Leased Premises or any part thereof or of any of its rights, interests or obligations thereunder;
(n) any merger or consolidation of either Tenant into or with any other guarantor may have at any time against the Administrative Agent, any Lenderentity, or any sale, lease, transfer or other Persondisposition of any or all of such Tenant’s assets or any sale, whether transfer or not arising in connection herewithother disposition of any or all of the shares of capital stock or other securities of such Tenant or any affiliate of such Tenant to any other person or entity;
(eo) Failure by either Tenant to obtain, protect, preserve or enforce any failure to assert, rights in or under the applicable Lease or the Leased Premises or any assertion of, interest therein against any claim party or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationssuch rights; or
(hp) any other act event, action, omission or omission circumstances which might in any manner or to act any extent impose any risk to Guarantor or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, which might otherwise constitute a legal or equitable release or discharge of the obligations a guarantor or surety. all of which may be given or done without notice to, or consent of, Guarantor. No setoff, claim, reduction or diminution of any obligation, or any defense of any kind or nature which either Tenant or Guarantor under this Section 13now has or hereafter may have against Landlord shall be available hereunder to Guarantor against Landlord.
Appears in 2 contracts
Sources: Purchase Agreement (Lmi Aerospace Inc), Guaranty and Suretyship Agreement (Lmi Aerospace Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Issuers under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Issuer or any Subsidiary Guarantor hereunder;
(d) any change in the corporate existence, structure, structure or ownership ofof either Issuers, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower affecting either Issuer or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor either Issuer contained in this Indenture or any Loan DocumentNote;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Subsidiary Guarantors may have at any time against either Issuer, the Administrative Agent, any Lender, Trustee or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, with this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor either Issuer for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor either Issuer of the principal of or interest and Liquidated Damages on any Loan or any Reimbursement Obligation Note or any other amount payable by either Issuer under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationsthis Indenture; or
(hg) any other act or omission to act or delay of any kind by either Issuer, the Administrative Agent, any Lender, Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Subsidiary Guarantor's obligations of any Guarantor under this Section 13hereunder.
Appears in 2 contracts
Sources: Indenture (Lyondell Chemical Co), Indenture (Equistar Chemicals Lp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Credit Party or Guarantor or other obligor or of any other guarantor under this Agreement or any other Loan Credit Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Credit Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Credit Party or Guarantor or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Credit Party or Guarantor or other obligor or of any other guarantor contained in any Loan Credit Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Credit Party or Guarantor or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Credit Party or Guarantor or other obligor, any other guarantor, or any other Person or Propertyproperty;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Credit Party or Guarantor or other obligor, regardless of what obligations of the Borrower any Credit Party or Guarantor or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Credit Party or Guarantor or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Credit Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Credit Party or Guarantor or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Credit Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1310.
Appears in 2 contracts
Sources: Revolving Credit Agreement (OppFi Inc.), Revolving Credit Agreement (OppFi Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or any Guarantor or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of any the Borrower or any Guarantor or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the Borrower Borrower, any Guarantor or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower Borrower, any Guarantor or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower Borrower, any Guarantor or other obligor, regardless of what obligations of the Borrower Borrower, any Guarantor or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower Borrower, any Guarantor or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Funds Transfer and Deposit Account Liability or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower Borrower, any Guarantor or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 2 contracts
Sources: Credit Agreement (Intl Fcstone Inc.), Credit Agreement (Intl Fcstone Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Article XVII shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Borrower or other obligor or of Company, any other guarantor under this Agreement Issuer or any other Loan Document Guarantor under this Indenture or the Securities, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligationsthe Securities;
(c) any release, impairment, non perfection or invalidity of any direct or indirect security for any obligation of any Issuer or any Guarantor under this Indenture or the Securities;
(d) any change in the corporate organizational existence, structure, structure or ownership ofof any Issuer or any Guarantor, or any insolvency, bankruptcy, reorganizationexaminership, reorganization or other similar proceeding affecting, affecting the Borrower or other obligor, any other guarantor, Issuer or any of Guarantor or their respective assets, assets or any resulting release or discharge of any obligation of the Borrower Issuer or other obligor or of any other guarantor Guarantor contained in any Loan Documentthis Indenture or the Securities;
(de) the existence of any claim, set-off, set off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative AgentIssuer, any Lender, Holder or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorillegality, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor any Issuer or any other guarantor Guarantor for any reason of this Agreement Indenture or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligationsthe Securities, or any provision of applicable Legal Requirements law or regulation purporting to prohibit any borrowing by the Issuer or the payment by the Borrower or other obligor or any other guarantor Issuer of the principal of or interest on any Loan Security or by the Issuer or any Reimbursement Obligation or other Guarantor of any other amount payable by it under this Indenture or the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsSecurities; or
(hg) any other act or omission to act or delay of any kind by the Administrative AgentIssuer, any Lenderother Guarantor, any Holder or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphclause (g), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder. All rights of the obligations Holder of any Guarantor under Security pursuant thereto or to this Section 13Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to any Issuer or any Guarantor.
Appears in 2 contracts
Sources: Exhibit (Eaton Corp PLC), Exhibit (Cooper Wiring Devices, Inc.)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Section 13 16 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any indebtedness or other obligation of the any Borrower or other obligor or of any other guarantor Guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsDocument;
(c) any change in the corporate existence, structure, structure or ownership of, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligorany Borrower, any other guarantorGuarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the any Borrower or other obligor or of any other guarantor Guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative any Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligorany Borrower, any other guarantor, Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligorany Borrower, regardless of what obligations of the any Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the any Borrower or other obligor or any other guarantor Guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the any Borrower or other obligor or any other guarantor Guarantor of the principal of or interest on any Loan or any Reimbursement Obligation other Obligations or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsLiability; or
(h) any other act or omission to act or delay of any kind by the Administrative any Agent, any Lender, Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Guarantor under this Section 1316.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement (General Binding Corp), Multicurrency Credit Agreement (General Binding Corp)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 Article XI shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability Obligations or Bank Product Treasury Management Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding under any Debtor Relief Law affecting, the any Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the Issuing Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Propertyproperty;
(f) any application of any sums by whomsoever paid rights of set-off, counterclaim, or howsoever realized similar rights to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid, including the Obligations;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability Obligations or Bank Product Obligations, Treasury Management Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability Obligations or Bank Product Treasury Management Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the Issuing Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 13Article XI.
Appears in 2 contracts
Sources: Credit Agreement (Fortegra Group, Inc), Credit Agreement (Tiptree Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-set off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Lender or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Funds Transfer and Deposit Account Liability or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsFunds Transfer and Deposit Account Liability; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1310.
Appears in 2 contracts
Sources: Credit Agreement (BIO-TECHNE Corp), Credit Agreement (Techne Corp /Mn/)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, the Borrower any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower any Loan Party or other obligor or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-offset‑off, or other rights which the Borrower any Loan Party or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower any Loan Party or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower any Loan Party or other obligor, regardless of what obligations of the Borrower any Loan Party or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Obligations or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphsubsection, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1311.
Appears in 2 contracts
Sources: Credit Agreement (Envestnet, Inc.), Credit Agreement (Cal-Maine Foods Inc)
Guarantee Unconditional. The obligations of each the Guarantor under this Section 13 Article 2 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Obligor under this Agreement or any other Loan Document or Financing Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsSubsidiary Guarantee effected in accordance with Section 3);
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure, structure or ownership ofof any other Obligor, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower or other obligor, affecting any other guarantor, Obligor or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Obligor contained in any Loan Financing Document;
(de) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against any other Obligor, the Administrative Agent, any Lender, Bank or any other Person, whether or not arising in connection herewith;
(e) with the Financing Documents; provided that nothing herein shall prevent the assertion of any failure to assert, such claim by separate suit or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Obligor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsFinancing Document, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Obligor of the principal of or interest on any Loan or any Reimbursement Obligation Promissory Note or any other amount payable by any other Obligor under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsFinancing Document; or
(hg) any other act or omission to act or delay of any kind by any other Obligor, the Administrative Agent, any Lender, Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any the Guarantor under this Section 13Article 2.
Appears in 2 contracts
Sources: Bridge Credit Agreement (Tyco International LTD), Credit Agreement (Tyco International LTD)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement or any other Loan Document Note or by operation of law or otherwise;otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding under any Debtor Relief Law affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan Document;this Note;
(d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Administrative Agent, any Lender, Noteholder or any other Person, whether or not arising in connection herewith;herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;property;
(f) any application of any sums by whomsoever paid rights of set-off, counterclaim or howsoever realized similar rights to any obligation of the any Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;, including the Obligations ;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product Obligations, Note or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation Advance or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligations; this Note; or
(h) any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, Noteholder or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 1312.
Appears in 2 contracts
Sources: Promissory Note (Delek Logistics Partners, LP), Promissory Note (Delek US Holdings, Inc.)
Guarantee Unconditional. The obligations of each the Guarantor under this Section 13 hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Agreement Obligor or any other Loan Document or Person under any Guaranteed Agreement, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsGuaranteed Agreement;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Obligor or any other Person under any Guaranteed Agreement;
(d) any change in the corporate existence, structure, structure or ownership ofof any Obligor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, the Borrower affecting any Obligor or other obligor, any other guarantor, Person or any of their respective assets, assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in Person under any Loan DocumentGuaranteed Agreement;
(de) the existence of any claim, set-off, off or other rights which right that the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative Agentany Obligor, any Lender, Beneficiary or any other Person, whether or not arising in connection herewith;
(e) any failure to assert, with the Guaranteed Agreements or any unrelated transactions; provided that nothing herein shall prevent the assertion of, of any such claim by separate suit or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Propertycompulsory counterclaim;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor any Obligor or any other guarantor Person for any reason of this Agreement or of any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsGuaranteed Agreement, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment of any Guaranteed Obligation by the Borrower or other obligor any Obligor or any other guarantor of the principal of or interest on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsPerson; or
(hg) any other act or omission to act or delay of any kind by the Administrative Agentany Obligor, any Lenderother party to any Guaranteed Agreement, any Beneficiary or any other Person Person, or any other circumstance whatsoever that might, but for the provisions of this paragraphclause (g), constitute a legal or equitable discharge of or defense to any obligation of the obligations Guarantor hereunder, but excluding payment in full of any Guarantor under this Section 13the Guaranteed Obligations.
Appears in 2 contracts
Sources: Guarantee Agreement (Nortel Networks Corp), Guarantee Agreement (Nortel Networks LTD)
Guarantee Unconditional. The obligations of each the Guarantor under this Section 13 shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Issuer under this Agreement Indenture or any other Loan Document or Security, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsSecurity;
(c) any change in the corporate existence, structure, structure or ownership ofof the Issuer, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Issuer or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Issuer contained in this Indenture or any Loan DocumentSecurity;
(d) the existence of any claim, set-off, off or other rights which that the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative AgentIssuer, any Lender, the Trustee or any other Person, whether or not arising in connection herewithwith this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Issuer for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsSecurity, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or Issuer of any other guarantor of the principal of or interest amounts due on any Loan or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Bank Product ObligationsSecurity; or
(hf) subject to clause (b) of the proviso below, any other act or omission to act or delay of any kind by the Administrative AgentIssuer, any Lender, the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder; provided, however, that:
(a) under no circumstances will the Guarantor be liable at any time or place to any Holder under this Article,
(i) for any amount of any payment that the Issuer is excused from making under the terms of any Security or this Indenture, for so long as the Issuer shall be excused under such terms; or
(ii) for any amount in excess of the amount actually due and owing by the Issuer to such Holder at such time and place, including but not limited to any set-off to which the Issuer would be entitled; and
(b) in addition but not in limitation of (a) above, any defense or counterclaim of the Issuer (other than any resulting solely from, or available to the Guarantor under this Section 13solely on account of, the insolvency of the Issuer or the status of the Issuer as the debtor or subject of a bankruptcy or insolvency proceeding) shall also be available to the Guarantor to the same extent that such defense or counterclaim is available to the Issuer and may be asserted as a defense or counterclaim by the Guarantor, in each case whether or not asserted by the Issuer.
Appears in 2 contracts
Sources: Warrant Indenture (JPMorgan Chase Financial Co. LLC), Paying Agent, Registrar & Transfer Agent and Authenticating Agent Agreement (JPMorgan Chase Financial Co. LLC)
Guarantee Unconditional. The obligations of each Guarantor under this Section 13 shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver, waiver or release in respect of any obligation of the Borrower or other obligor or of any other guarantor Issuer under this Agreement Indenture or any other Loan Document or Note, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Agreement Indenture or any other Loan Document or any agreement relating to Hedging Liability or Bank Product ObligationsNote;
(c3) any change in the corporate existence, structure, structure or ownership ofof the Issuer, or any insolvency, bankruptcy, reorganization, reorganization or other similar proceeding affecting, affecting the Borrower Issuer or other obligor, any other guarantor, or any of their respective assets, its assets or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor Issuer contained in this Indenture or any Loan DocumentNote;
(d4) the existence of any claim, set-off, off or other rights which the Borrower or other obligor or any other guarantor Guarantor may have at any time against the Administrative AgentIssuer, any Lender, the Trustee or any other Person, whether or not arising in connection herewithwith this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;
(g5) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor Issuer for any reason of this Agreement or of any other Loan Document Indenture or any agreement relating to Hedging Liability or Bank Product ObligationsNote, or any provision of applicable Legal Requirements law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor Issuer of the principal of or interest on any Loan or any Reimbursement Obligation Note or any other amount payable by the Issuer under the Loan Documents or any agreement relating to Hedging Liability or Bank Product Obligationsthis Indenture; or
(h6) any other act or omission to act or delay of any kind by the Administrative AgentIssuer, any Lender, the Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of any Guarantor under this Section 13hereunder.
Appears in 1 contract
Sources: Indenture (Rocket Companies, Inc.)